Case KG Doc 594 Filed 02/06/19 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : :

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1 Case KG Doc 594 Filed 02/06/19 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re HERITAGE HOME GROUP LLC, et al., Debtors x Chapter 11 Case No (KG) Jointly Administered Ref. Docket No. 530 CERTIFICATION OF COUNSEL REGARDING SECOND OMNIBUS ORDER AUTHORIZING THE DEBTORS TO (I) REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, EFFECTIVE AS OF THE APPLICABLE REJECTION DATE, AND (II) ABANDON ANY REMAINING PROPERTY LOCATED THE LEASED PREMISES The undersigned hereby certifies as follows 1. On December 31, 2018, Heritage Home Group LLC and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ) filed the Debtors Second Omnibus Motion for Entry of an Order Authorizing the Debtors to (I) Reject Certain Executory Contracts and Unexpired Leases, Effective as of the Applicable Rejection Date, and (II) Abandon Any Remaining Property Located at the Leased Premises [D.I. 503] (the Motion ). 2 Objections to the Motion, if any, were due by no later than January 14, 2019 at 400 p.m. (ET) (the Objection Deadline ) 2. Prior to the Objection Deadline, the Debtors received informal responses to the Motion from (i) Hickory Furniture Mart, Inc., (ii) 7730 P.S. Court Associates LP, and (iii) Acadia Realty Limited Partnership (together, the Respondents ). No other responses or 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s tax identification number, as applicable, are Heritage Home Group LLC (9506); HH Global II B.V. (0165); HH Group Holdings US, Inc. (7206); HHG Real Property LLC (3221); and HHG Global Designs LLC (1150). The Debtors corporate headquarters is located at 1925 Eastchester Drive, High Point, North Carolina Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Motion

2 Case KG Doc 594 Filed 02/06/19 Page 2 of 2 objections to the Motion were filed or otherwise received by the Debtors prior to the Objection Deadline. In addition, shortly after filing of the Motion, the Debtors were informed that a new agent (the New Agent ) had been appointed to manage one of the Leased Premises subject to the Motion. Thereafter, the Debtors promptly served a copy of the Motion on the New Agent. As of the date hereof, the New Agent has not filed an objection or otherwise responded to the Motion. 3. The Debtors have resolved the Respondents respective informal comments and addressed the appointment of the New Agent through changes to the Proposed Order. A copy of the revised Proposed Order (the Revised Proposed Order ) is attached hereto as Exhibit A. 3 The Debtors respectfully submit that the Revised Proposed Order is consistent with its discussions with the Respondents, and that entry of the Revised Proposed Order is in the best interest of the Debtors, their estates and creditors. WHEREFORE, the Debtors respectfully request that the Court enter the Revised Proposed Order at the earliest convenience of the Court without further notice or hearing. Dated February 6, 2019 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Shane M. Reil Pauline K. Morgan (No. 3650) Kenneth J. Enos (No. 4544) Jaime Luton Chapman (No. 4936) Ashley E. Jacobs (No. 5635) Shane M. Reil (No. 6195) Rodney Square, 1000 North King Street Wilmington, Delaware Telephone (302) Facsimile (302) Counsel to the Debtors and Debtors in Possession For the convenience of the Court and parties in interest, attached hereto as Exhibit B is a blackline comparison of the Revised Proposed Order marked against the Proposed Order.

3 Case KG Doc Filed 02/06/19 Page 1 of 6 EXHIBIT A Revised Proposed Order

4 Case KG Doc Filed 02/06/19 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re HERITAGE HOME GROUP LLC, et al., Debtors x Chapter 11 Case No (KG) Jointly Administered RE Docket Nos. 530 & SECOND OMNIBUS ORDER AUTHORIZING THE DEBTORS TO (I) REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, EFFECTIVE AS OF THE APPLICABLE REJECTION DATE, AND (II) ABANDON ANY REMAINING PROPERTY LOCATED THE LEASED PREMISES Upon consideration of the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) seeking entry of an order (i) authorizing the Debtors to reject the Contracts as of the effective date set forth with respect to each Contract listed on the Executory Contracts Schedule attached as Exhibit 1 hereto (the Rejection Date ), as more fully described in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court being able to issue a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this District is proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been given; and it appearing that no other or further notice of the Motion is The Debtors in these chapter 11 cases, along with the last four digits of each debtor s tax identification number, as applicable, are Heritage Home Group LLC (9506); HH Global II B.V. (0165); HH Group Holdings US, Inc. (7206); HHG Real Property LLC (3221); and HHG Global Designs LLC (1150). The Debtors corporate headquarters is located at 1925 Eastchester Drive, High Point, North Carolina Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

5 Case KG Doc Filed 02/06/19 Page 3 of 6 required; and this Court having found that the relief requested by the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED AND DECREED THAT 1. The Motion is GRANTED as set forth herein. 2. The Contracts listed on the Contracts Schedule are rejected effective as of the applicable Rejection Date identified with respect to each Contract in the Contracts Schedule. 3. Any claims arising out of the rejection of the Contracts must be filed on or before the deadline established by the Court for filing proofs of claims in these chapter 11 cases for rejection damages. 4. The Debtors are authorized to abandon the Remaining Property, if any, that remains as of the Rejection Date on any of the Leased Premises. The applicable landlord for the Leased Premises may dispose of all of the Remaining Property at the Leased Premises without any notice or liability to any party and without waiver of any claim against the Debtors for the disposal of such abandoned property. 5. Nothing herein shall prejudice the rights of the Debtors to dispute or contest the amount of or basis for any claims asserted against the Debtors arising in connection with the rejection of the Contracts or as an admission as to the validity or priority of any claim against the Debtors. 6. Nothing in this Order shall constitute a finding that any particular Contract constitutes an executory contract under section 365 of the Bankruptcy Code. 2

6 Case KG Doc Filed 02/06/19 Page 4 of 6 7. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 8. This Order is immediately effective and enforceable. 9. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. 3

7 Case KG Doc Filed 02/06/19 Page 5 of 6 EXHIBIT 1 Contracts Schedule Effective Non-Debtor Counterparty Contract Description Debtor Counterparty Date of Rejection 7330 FAIR OAKS BLVD LP 1600 East Southlake Blvd, Suite 100 Southlake, TX P.S. COURT ASSOCIATES LP 640 W. Dekalb Pike - Suite 3010 King of Prussia, PA ACADIA REALTY LIMITED PARTNERSHIP 3090 Brandywine Parkway Wilmington, DE BERKADIA COMMERCIAL MORTGAGE LLC 310 North Point Circle Alpharetta, GA BLDG MANAGEMENT CO. INC., AS AGENT -and- COLLIERS INTERNATIONAL, AS AGENT BMK GLADES SQUARE ASSOC LLC CONGRESSIONAL PLAZA ASSOCIATES, LLC 978 Bethlehem Pike Montgomeryville, PA Glades Road Boca Raton, FL B Rockville Pike Rockville, MD CPT CREEKSIDE TOWN CENTER LLC 1240 Galleria Blvd., Suite 100 Roseville, CA DEER CREEK LOT 4 LLC, AFC PROPERTY MANAGEMENT INC. DH-JAX, LLC c/o CHARLES HOOD Eric M. Bly G&I VIII Cobb Place LLC GALLERIA ALPHA PLAZA LTD GLL Perimeter Place L.P. c/o THE SEMBLER COMPANY GLL Perimeter Place L.P. c/o THE SEMBLER COMPANY 7000 West 135th Street Overland Park, KS Big Island Drive Jacksonville, FL Manchester Road Kirkwood, MO Earnest Barrett Pkwy NW - Ste 340 Kennesaw, GA Dallas Parkway - Suite D Dallas, TX Old Perimeter Way, Suite 200 Atlanta, GA Lease Agreement (Trade Showroom) 4550 Old Perimeter Way, Suite 100 Atlanta, GA 30346

8 Case KG Doc Filed 02/06/19 Page 6 of 6 Effective Non-Debtor Counterparty Contract Description Debtor Counterparty Date of Rejection HHP RALEIGH, LLC Little Brier Creek Lane, Suite 100 Raleigh, NC Hickory Furniture Mart Lease Agreement (Trade Showroom) 2220 Hwy 70 SE Suite 110 Hickory, NC Hickory Furniture Mart Lease Agreement 2220 Hwy 70 SE Suite 212, Hickory, NC KIR MAPLE GROVE LP Elm Creek Blvd. North Maple Grove, MN LOYACONA ASSOCIATES c/o S AND T BANK Carolina Place Parkway Pineville, NC Real Sub, LLC c/o PUBLIX SUPER MARKETS INC. RFLP MABRY LLC ROUNDHOUSE ALEXANDRIA INC. RPAI OAK BROOK PROMENADE LLC C/O RPAI US MNGMT LLC ST. MICHAEL INVESTMENTS SPM PROPERTIES INC. Urban Edge Properties c/o Urban Edge Harrison LP 95 Baylor Drive Bluffton, SC South Dale Mabry Highway Tampa, FL Jefferson Davis Highway Alexandria, VA Butterfield Road, Suite 110 Oak Brook, IL Dublin Blvd Dublin, CA MacArthur Road Whitehall, PA ny

9 Case KG Doc Filed 02/06/19 Page 1 of 6 EXHIBIT B Blackline

10 Case KG Doc Filed 02/06/19 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re HERITAGE HOME GROUP LLC, et al., Debtors x Chapter 11 Case No (KG) Jointly Administered RE Docket NoNos. 530 & SECOND OMNIBUS ORDER AUTHORIZING THE DEBTORS TO (I) REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, EFFECTIVE AS OF THE APPLICABLE REJECTION DATE, AND (II) ABANDON ANY REMAINING PROPERTY LOCATED THE LEASED PREMISES Upon consideration of the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) seeking entry of an order (i) authorizing the Debtors to reject the Contracts as of the effective date set forth with respect to each Contract listed on the Executory Contracts Schedule attached as Exhibit 1 hereto (the Rejection Date ), as more fully described in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court being able to issue a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this District is proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been given; and it appearing that no other or further notice of the Motion is required; and this Court The Debtors in these chapter 11 cases, along with the last four digits of each debtor s tax identification number, as applicable, are Heritage Home Group LLC (9506); HH Global II B.V. (0165); HH Group Holdings US, Inc. (7206); HHG Real Property LLC (3221); and HHG Global Designs LLC (1150). The Debtors corporate headquarters is located at 1925 Eastchester Drive, High Point, North Carolina Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

11 Case KG Doc Filed 02/06/19 Page 3 of 6 having found that the relief requested by the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED AND DECREED THAT 1. The Motion is GRANTED as set forth herein. 2. The Contracts listed on the Contracts Schedule are rejected effective as of the applicable Rejection Date identified with respect to each Contract in the Contracts Schedule. 3. Any claims arising out of the rejection of the Contracts must be filed on or before the deadline established by the Court for filing proofs of claims in these chapter 11 cases for rejection damages. 4. The Debtors are authorized to abandon the Remaining Property, if any, that remains as of the Rejection Date on any of the Leased Premises. The applicable landlord for the Leased Premises may dispose of all of the Remaining Property at the Leased Premises without any notice or liability to any party and without waiver of any claim against the Debtors for the disposal of such abandoned property. 5. Nothing herein shall prejudice the rights of the Debtors to dispute or contest the amount of or basis for any claims asserted against the Debtors arising in connection with the rejection of the Contracts or as an admission as to the validity or priority of any claim against the Debtors. 6. Nothing in this Order shall constitute a finding that any particular Contract constitutes an executory contract under section 365 of the Bankruptcy Code. 2

12 Case KG Doc Filed 02/06/19 Page 4 of 6 7. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 8. This Order is immediately effective and enforceable. 9. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. 3

13 Case KG Doc Filed 02/06/19 Page 5 of 6 EXHIBIT 1 Contracts Schedule Non-Debtor Counterparty Contract Description Debtor Counterparty Effective Date of Rejection 7330 FAIR OAKS BLVD LP 1600 East Southlake Blvd, Suite 100 Southlake, TX P.S. COURT ASSOCIATES LP 640 W. Dekalb Pike - Suite 3010 King of Prussia, PA ACADIA REALTY LIMITED PARTNERSHIP 3090 Brandywine Parkway BERKADIA COMMERCIAL MORTGAGE LLC Wilmington, DE North Point Circle Alpharetta, GA BLDG MANAGEMENT CO. INC., AS AGENT -and- COLLIERS INTERNATIONAL, AS AGENT BMK GLADES SQUARE ASSOC LLC CONGRESSIONAL PLAZA ASSOCIATES, LLC 978 Bethlehem Pike Montgomeryville, PA Glades Road Boca Raton, FL B Rockville Pike Rockville, MD CPT CREEKSIDE TOWN CENTER LLC 1240 Galleria Blvd., Suite 100 Roseville, CA DEER CREEK LOT 4 LLC, AFC PROPERTY MANAGEMENT INC. DH-JAX, LLC c/o CHARLES HOOD Eric M. Bly G&I VIII Cobb Place LLC GALLERIA ALPHA PLAZA LTD GLL Perimeter Place L.P. c/o THE SEMBLER COMPANY GLL Perimeter Place L.P. c/o THE SEMBLER COMPANY 7000 West 135th Street Overland Park, KS Big Island Drive Jacksonville, FL Manchester Road Kirkwood, MO Earnest Barrett Pkwy NW - Ste 340 Kennesaw, GA Dallas Parkway - Suite D Dallas, TX Old Perimeter Way, Suite 200 Atlanta, GA Lease Agreement (Trade Showroom) 4550 Old Perimeter Way, Suite 100 Atlanta, GA 30346

14 Case KG Doc Filed 02/06/19 Page 6 of 6 Non-Debtor Counterparty Contract Description Debtor Counterparty Effective Date of Rejection HHP RALEIGH, LLC Little Brier Creek Lane, Suite 100 Raleigh, NC Hickory Furniture Mart Lease Agreement (Trade Showroom) 2220 Hwy 70 SE Suite 110 Hickory, NC Hickory Furniture Mart Lease Agreement 2220 Hwy 70 SE Suite 212, Hickory, NC KIR MAPLE GROVE LP Elm Creek Blvd. North Maple Grove, MN LOYACONA ASSOCIATES c/o S AND T BANK Carolina Place Parkway Real Sub, LLC c/o PUBLIX SUPER MARKETS INC. RFLP MABRY LLC ROUNDHOUSE ALEXANDRIA INC. RPAI OAK BROOK PROMENADE LLC C/O RPAI US MNGMT LLC ST. MICHAEL INVESTMENTS SPM PROPERTIES INC. Urban Edge Properties c/o Urban Edge Harrison LP Pineville, NC Baylor Drive Bluffton, SC South Dale Mabry Highway Tampa, FL Jefferson Davis Highway Alexandria, VA Butterfield Road, Suite 110 Oak Brook, IL Dublin Blvd Dublin, CA MacArthur Road Whitehall, PA ny