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Full title: Order dated 1/21/2021 Re: 441 Application filed by Debtor TPS Oldco, LLC to Employ RSM US LLP as Tax Accountant. ALLOWED. See Order for Full Text. (ab) (Entered: 01/21/2021)

Document posted on Jan 20, 2021 in the bankruptcy, 3 pages and 0 tables.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MASSACHUSETTS (CENTRAL DIVISION) ------------------------------------------------------------x : In re : Chapter 11 : TPS Oldco, LLC, et al., : Case No. 20-40743 (CJP) : Debtors.1 : (Jointly Administered) : ------------------------------------------------------------x ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND COMPENSATE RSM US LLP AS THE DEBTORS’ TAX ACCOUNTANT Upon the application (the “Application”)2 of TPS Oldco, LLC (f/k/a The Paper Store, LLC) and its debtor affiliate, TPS Holdings, LLC, as debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), for an order pursuant to sections 327 and 328 of the Bankruptcy Code, Bankruptcy Rule 2014, and MLBR 2014-1 and 2016-1 (i) authorizing but not directing the Debtors to employ RSM US LLP (“RSM”) pursuant to the Application and the terms and conditions of that certain Engagement Letter, dated December 9, 2020 (the “Engagement Letter”), attached to the Application as Exhibit A, and that certain Statement of Work, dated December 9, 2020 (the “Statement of Work”), attached to the Application as Exhibit B (the Engagement Letter and the Statement of Work are hereinafter referred to collectively as the “Engagement Materials”); and the Court having jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. §§ 157(a)–(b) and §1334; and consideration of the Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are TPS Oldco, LLC (2442) and TPS Holdings, LLC (9193). The Debtors’ corporate headquarters and service address is 20 Main Street, Acton, MA 01720. 2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Application.

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venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been provided as indicated in the certificate of service filed on the docket, and it appearing that no other or further notice need be provided; and no objections to the Application having been filed; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, 1. The Application is GRANTED. 2. Pursuant to sections 327(a) and 1107(b) of the Bankruptcy Code, the Debtors arehereby authorized to retain RSM as their tax accountant in these cases under the terms and conditions set forth in the Engagement Materials. 3. Notwithstanding anything in the Engagement Materials to the contrary, RSM shallbe compensated in accordance with, and will file interim and final fee applications for allowance of its compensation and reasonable and necessary expenses, and shall be subject to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the MLBR, and such other procedures as may be fixed by order of this Court. 4. Notwithstanding the provisions of Massachusetts Local Bankruptcy Rule 2016-1(a)(1)(C), RSM is hereby authorized to record billable time in half-hour increments and may present its requests for interim and final payment, including any fee applications, showing time recorded in half hour increments.

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1. RSM may hold its retainer in the amount of $6,359.90 during the chapter 11 casesas security for the payment of post-petition fees and expenses. 2. Notwithstanding Bankruptcy Rule 6004(h), this Order shall be immediatelyeffective and enforceable upon its entry. 5. The Debtors are authorized to take all necessary actions to implement andeffectuate the terms on this Order. 6. This Court shall retain jurisdiction to hear and determine all matters arising fromor related to the implementation of this Order. Dated: January 21, 2021 ____________________________________ Christopher J. Panos United States Bankruptcy Judge