Case KG Doc 3569 Filed 04/19/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 3569 Filed 04/19/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) HH Liquidation, LLC, et al., 1 ) Case No (KG) ) Debtors. ) Jointly Administered ) ) Ref. Docket No CERTIFICATION OF COUNSEL REGARDING ORDER SUSTAINING DEBTORS TWENTY-THIRD (23RD) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007 AND LOCAL RULE On March 23, 2018, HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) and its abovecaptioned affiliated debtors and debtors in possession (collectively, the Debtors ) filed the Debtors Twenty-Third (23rd) Omnibus (Substantive) Objection to Claims Pursuant to Section 502 of the Bankruptcy Code, Bankruptcy Rule 3007 and Local Rule [Docket No. 3503] (the Omnibus Objection ). 2 Responses to the Omnibus Objection were due by April 6, 2018 at 4:00 p.m. (ET) (the Response Deadline ). Prior to the Response Deadline, the Debtors received responses (collectively, the Responses ) to the Omnibus Objection from the following parties (collectively, the Responding Parties ): (a) U.S. Satellite Corporation ( U.S. Satellite ) [informal]; (b) RLI Insurance Company ( RLI ) [Docket No. 3524] (c) Dianne M. Baldasar [Docket No. 3544]; and (d) the Los Angeles County Treasurer and Tax Collector ( L.A. County ) [Docket No. 3552]. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is Aliso Creek Road, Suite B-1003, Aliso Viejo, California Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Omnibus Objection. 01:

2 Case KG Doc 3569 Filed 04/19/18 Page 2 of 3 No other responses to the Omnibus Objection were received by the Debtors prior to the Response Deadline. The Debtors have worked with Dianne M. Baldasar and RLI to address their responses, and have resolved the same, in part, through revisions to the Proposed Order (the Revised Proposed Order ). In addition, as a result of discussions between the parties, the Debtors have agreed to adjourn the hearing with respect to the Responses of U.S. Satellite and L.A. County to the hearing scheduled for May 22, 2018 at 10:00 a.m. (ET). Accordingly, the Debtors have removed U.S. Satellite and L.A. County from the exhibits annexed to the Revised Proposed Order. A copy of the Revised Proposed Order is attached hereto as Exhibit 1. 3 The Debtors submit that the Revised Proposed order is appropriate and consistent with the Omnibus Objection and their discussions with the Responding Parties, and that entry of the Revised Proposed Order is in the best interests of the Debtors, their estates, and creditors. [Remainder of Page Intentionally Left Blank] 3 For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Order marked against the Proposed Order. 01:

3 Case KG Doc 3569 Filed 04/19/18 Page 3 of 3 Accordingly, the Debtors respectfully request that the Court enter the Revised Proposed Order at its earliest convenience without further notice or a hearing. Dated: April 19, 2018 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Shane M. Reil Matthew B. Lunn (No. 4119) Robert F. Poppiti, Jr. (No. 5052) Ian J. Bambrick (No. 5455) Shane M. Reil (No. 6195) Rodney Square 1000 North King Street Wilmington, DE Telephone: (302) Facsimile: (302) and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola Sayan Bhattacharyya 180 Maiden Lane New York, New York Telephone: (212) Facsimile: (212) COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION 01:

4 Case KG Doc Filed 04/19/18 Page 1 of 32 EXHIBIT 1 Revised Proposed Order 01:

5 Case KG Doc Filed 04/19/18 Page 2 of 32 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) HH Liquidation, LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) ) Ref. Docket No & ORDER SUSTAINING DEBTORS TWENTY-THIRD (23RD) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007 AND LOCAL RULE Upon consideration of the Debtors Twenty-Third (23rd) Omnibus (Substantive) Objection to Claims Pursuant to Section 502 of the Bankruptcy Code, Bankruptcy Rule 3007 and Local Rule (the Objection ) 2 and the Barnett Declaration; and it appearing that this Court has jurisdiction to consider the Objection pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order; and it appearing that venue of these chapter 11 cases and the Objection in this district is proper pursuant to 28 U.S.C and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that the relief requested in the Objection is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and it appearing that notice of the Objection was good and sufficient upon the particular circumstances and that no other or further notice need be given; and upon the record herein; and after due deliberation thereon and good and 1 01: The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is Aliso Creek Road, Suite B-1003, Aliso Viejo, CA Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.

6 Case KG Doc Filed 04/19/18 Page 3 of 32 sufficient cause appearing therefor; it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Objection is SUSTAINED, as set forth herein. 2. The Modified Amount, Incorrect Debtor Claims identified on Exhibit A to the Order are hereby modified to the dollar values indicated in the column titled MODIFIED CLAIM AMOUNT and reassigned to the Debtor entity indicated in the column titled MODIFIED DEBTOR on Exhibit A to the Order. 3. The Multiple Debtor Claims identified on Exhibit B to the Order are hereby disallowed and expunged in their entirety. 4. The No Liability Claims identified on Exhibit C to the Order are hereby disallowed and expunged in their entirety. 5. The Reclassified, Incorrect Debtor Claims identified on Exhibit D to the Order are hereby reclassified to the priority levels and amounts indicated in the columns titled MODIFIED CLAIM CLASS and reassigned to the Debtor entity indicated in the column titled MODIFIED DEBTOR on Exhibit D to the Order. 6. The Redundant Claims identified on Exhibit E to the Order are hereby disallowed and expunged in their entirety. 7. Notwithstanding anything to the contrary in the Objection, proof of claim number 1365, filed by Diane Baldasar shall survive and shall be reassigned to a claim against HH Legacy, Inc. (f/k/a Haggen, Inc.). 8. The Debtors objection to each Disputed Claim addressed in the Objection constitutes a separate contested matter as contemplated by Bankruptcy Rule This Order shall be deemed a separate Order with respect to each claim. Any stay of this Order pending 01:

7 Case KG Doc Filed 04/19/18 Page 4 of 32 appeal by any of the claimants subject to this Order shall only apply to the contested matter that involves such claimant and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters covered hereby. 9. Any and all rights of the Debtors and their estates to amend, supplement or otherwise modify the Objection and to file additional objections to any and all claims filed in these chapter 11 cases, including, without limitation, any and all of the Disputed Claims and the Surviving Claims, shall be reserved. Any and all rights, claims and defenses of the Debtors and their estates with respect to any and all of the Disputed Claims and the Surviving Claims shall be reserved, and nothing included in or omitted from the Objection is intended or shall be deemed to impair, prejudice, waive or otherwise affect any rights, claims, or defenses of the Debtors and their estates with respect to the Disputed Claims or the Surviving Claims. 10. This Court shall retain jurisdiction over any and all affected parties with respect to any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated:, 2018 Wilmington, Delaware Kevin Gross United States Bankruptcy Judge 01:

8 Case KG Doc Filed 04/19/18 Page 5 of 32 EXHIBIT A 1 Modified Amount, Incorrect Debtor Claims 01: Capitalized terms used but not otherwise defined on Exhibit A shall have the meanings ascribed to such terms in the Objection.

9 Case KG Doc Filed 04/19/18 Page 6 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT A - Modified Amount, Incorrect Debtor Claims SEQ NO. CLAIM NO. DATE ASSERTED DEBTOR ASSERTED CLAIM CLASS ASSERTED CLAIM AMOUNT MODIFIED DEBTOR CLAIM CLASS MODIFIED CLAIM AMOUNT 1 SP MAINTENANCE SERVICES, INC /4/2016 HH Liquidation, LLC (f/k/a General Unsecured Undetermined* HH Opco South, LLC (f/k/a General Unsecured $ Ralcoa Way Arroyo Grande, CA Haggen Holdings, LLC) Haggen Opco South, LLC REASON: Proof of claim asserts general unsecured claim of an undetermined amount for services rendered at store no located at 771 Foothill Blvd., San Luis Obispo, CA. The POC includes backup documentation showing the amount of $ as owing to the claimant. As such, the claim amount is modified to $ Proof of claim asserts liability against HH Liquidation, LLC f/k/a Haggen Holdings, LLC. The Debtors' books and records show this liability to reside under HH Opco South, LLC (f/k/a Haggen Opco South, LLC, since the services were performed in Southern California. TOTAL Undetermined* TOTAL $ * - Indicates claim contains unliquidated and/or undetermined amounts. Page 1 of 1

10 Case KG Doc Filed 04/19/18 Page 7 of 32 EXHIBIT B 1 Multiple Debtor Claims 01: Capitalized terms used but not otherwise defined on Exhibit B shall have the meanings ascribed to such terms in the Objection.

11 Case KG Doc Filed 04/19/18 Page 8 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT B - Multiple Debtor Claims CLAIMS TO BE DISALLOWED SURVIVING CLAIMS SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS 1 BOTTLING GROUP LLC 1/4/ (KG) 1626 General Unsecured $271, BOTTLING GROUP LLC 1/4/ (KG) 1647 General Unsecured $271, CHICAGO, IL CHICAGO, IL BOTTLING GROUP LLC 1/4/ (KG) 1665 General Unsecured $271, CHICAGO, IL REASON Debtors books and records show the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims." 2 BOTTLING GROUP LLC 1/4/ (KG) 1640 General Unsecured $271, BOTTLING GROUP LLC 1/4/ (KG) 1647 General Unsecured $271, CHICAGO, IL CHICAGO, IL BOTTLING GROUP LLC 1/4/ (KG) 1665 General Unsecured $271, CHICAGO, IL BOTTLING GROUP LLC 1/4/ (KG) 1644 General Unsecured $271, BOTTLING GROUP LLC 1/4/ (KG) 1647 General Unsecured $271, CHICAGO, IL CHICAGO, IL BOTTLING GROUP LLC 1/4/ (KG) 1665 General Unsecured $271, CHICAGO, IL Debtors books and records show the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims." P Debtors books and records show the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims." *-Indicates claim contains unliquidated and/or undetermined amounts Page 1 of 7

12 Case KG Doc Filed 04/19/18 Page 9 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT B - Multiple Debtor Claims CLAIMS TO BE DISALLOWED SURVIVING CLAIMS SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS REASON 4 CPF PROMENADE LLC (KG) 1396 General Unsecured $2,481, CPF PROMENADE LLC 12/30/ (KG) 1391 General Unsecured $2,481, PAUL VANHOOMISSEN PAUL VANHOOMISSEN MUCH SHELIST MUCH SHELIST 2 PARK PLAZA, SUITE PARK PLAZA, SUITE 1075 IRVINE, CA IRVINE, CA Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the asserted liabilities relate to store 2213 located at McBean Parkway, Santa Clarita, CA. 5 FRITO-LAY NORTH AMERICA, INC 1/4/ (KG) 1635 General Unsecured $36, FRITO-LAY NORTH AMERICA, INC CHICAGO, IL CHICAGO, IL FRITO-LAY NORTH AMERICA, INC CHICAGO, IL FRITO-LAY NORTH AMERICA, 1/4/ (KG) 1650 General Unsecured $36, FRITO-LAY NORTH AMERICA, INC INC CHICAGO, IL CHICAGO, IL FRITO-LAY NORTH AMERICA, INC CHICAGO, IL /4/ (KG) 1653 General Unsecured $36, /4/ (KG) 1660 General Unsecured $36, /4/ (KG) 1653 General Unsecured $36, /4/ (KG) 1660 General Unsecured $36, Debtors books and records show the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims." Debtors books and records show the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims." *-Indicates claim contains unliquidated and/or undetermined amounts Page 2 of 7

13 Case KG Doc Filed 04/19/18 Page 10 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT B - Multiple Debtor Claims CLAIMS TO BE DISALLOWED SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS 7 FRITO-LAY NORTH AMERICA, 1/4/ (KG) 1655 General Unsecured $36, FRITO-LAY NORTH AMERICA, INC INC CHICAGO, IL CHICAGO, IL FRITO-LAY NORTH AMERICA, INC CHICAGO, IL SURVIVING CLAIMS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS 1/4/ (KG) 1653 General Unsecured $36, /4/ (KG) 1660 General Unsecured $36, REASON Debtors books and records show the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims." 8 PANDA EXPRESS, INC. 1/4/ (KG) 1623 General Unsecured Undetermined* PANDA EXPRESS, INC. 1/4/ (KG) 1627 General Unsecured Undetermined* JAMES B SOWKA JAMES B SOWKA SEYFARTH SHAW LLP SEYFARTH SHAW LLP 131 SOUTH DEARBORN STREET, SUITE SOUTH DEARBORN STREET, SUITE 2400 CHICAGO, IL CHICAGO, IL Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Opco South, LLC. 9 PANDA EXPRESS, INC. 1/4/ (KG) 1625 General Unsecured Undetermined* PANDA EXPRESS, INC. 1/4/ (KG) 1627 General Unsecured Undetermined* JAMES B SOWKA JAMES B SOWKA SEYFARTH SHAW LLP SEYFARTH SHAW LLP 131 SOUTH DEARBORN STREET, SUITE SOUTH DEARBORN STREET, SUITE 2400 CHICAGO, IL CHICAGO, IL Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Opco South, LLC. *-Indicates claim contains unliquidated and/or undetermined amounts Page 3 of 7

14 Case KG Doc Filed 04/19/18 Page 11 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT B - Multiple Debtor Claims CLAIMS TO BE DISALLOWED SURVIVING CLAIMS SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS 10 PANDA EXPRESS, INC. 1/4/ (KG) 1629 General Unsecured Undetermined* PANDA EXPRESS, INC. 1/4/ (KG) 1627 General Unsecured Undetermined* JAMES B SOWKA JAMES B SOWKA SEYFARTH SHAW LLP SEYFARTH SHAW LLP 131 SOUTH DEARBORN 131 SOUTH DEARBORN STREET, STREET, SUITE 2400 SUITE 2400 CHICAGO, IL CHICAGO, IL REASON Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Opco South, LLC. 11 PANDA EXPRESS, INC. 1/4/ (KG) 1630 General Unsecured Undetermined* PANDA EXPRESS, INC. 1/4/ (KG) 1627 General Unsecured Undetermined* JAMES B SOWKA JAMES B SOWKA SEYFARTH SHAW LLP SEYFARTH SHAW LLP 131 SOUTH DEARBORN STREET, SUITE SOUTH DEARBORN STREET, SUITE 2400 CHICAGO, IL CHICAGO, IL Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Opco South, LLC. 12 PANDA EXPRESS, INC. 1/4/ (KG) 1663 General Unsecured Undetermined* PANDA EXPRESS, INC. 1/4/ (KG) 1627 General Unsecured Undetermined* JAMES B SOWKA JAMES B SOWKA SEYFARTH SHAW LLP SEYFARTH SHAW LLP 131 SOUTH DEARBORN STREET, SUITE SOUTH DEARBORN STREET, SUITE 2400 CHICAGO, IL CHICAGO, IL Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Opco South, LLC. *-Indicates claim contains unliquidated and/or undetermined amounts Page 4 of 7

15 Case KG Doc Filed 04/19/18 Page 12 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT B - Multiple Debtor Claims CLAIMS TO BE DISALLOWED SURVIVING CLAIMS SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS 13 RLI INSURANCE COMPANY 3/8/ (KG) 1888 General Unsecured $1,504, RLI INSURANCE COMPANY 3/8/ (KG) 1889 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP DINSMORE & SHOHL LLP 227 W. MONROE ST, STE W. MONROE ST, STE 3850 CHICAGO, IL CHICAGO, IL RLI INSURANCE COMPANY 3/8/ (KG) 1890 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP 227 W. MONROE ST, STE 3850 CHICAGO, IL * - Proof of claim asserts liability for surety bond issued on behalf of the Debtors totaling $3,191, The liquidated portion of the claim represents losses the claimant has incurred as a result of issuing the bonds. The unliquidated portion represents an indemnity agreement securing the claimant from losses it may incur by issuance of the surety bonds. REASON Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Operations Holdings, LLC, and the issued surety bonds were on behalf of Haggen Opco South, LLC. 14 RLI INSURANCE COMPANY 3/8/ (KG) 1891 General Unsecured $1,504, RLI INSURANCE COMPANY 3/8/ (KG) 1889 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP DINSMORE & SHOHL LLP 227 W. MONROE ST, STE W. MONROE ST, STE 3850 CHICAGO, IL CHICAGO, IL RLI INSURANCE COMPANY 3/8/ (KG) 1890 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP 227 W. MONROE ST, STE 3850 CHICAGO, IL * - Proof of claim asserts liability for surety bond issued on behalf of the Debtors totaling $3,191, The liquidated portion of the claim represents losses the claimant has incurred as a result of issuing the bonds. The unliquidated portion represents an indemnity agreement securing the claimant from losses it may incur by issuance of the surety bonds. 15 RLI INSURANCE COMPANY 3/8/ (KG) 1892 General Unsecured $1,504, RLI INSURANCE COMPANY 3/8/ (KG) 1889 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP DINSMORE & SHOHL LLP 227 W. MONROE ST, STE W. MONROE ST, STE 3850 CHICAGO, IL CHICAGO, IL RLI INSURANCE COMPANY 3/8/ (KG) 1890 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP 227 W. MONROE ST, STE 3850 CHICAGO, IL * - Proof of claim asserts liability for surety bond issued on behalf of the Debtors totaling $3,191, The liquidated portion of the claim represents losses the claimant has incurred as a result of issuing the bonds. The unliquidated portion represents an indemnity agreement securing the claimant from losses it may incur by issuance of the surety bonds. Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Operations Holdings, LLC, and the issued surety bonds were on behalf of Haggen Opco South, LLC. Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Operations Holdings, LLC, and the issued surety bonds were on behalf of Haggen Opco South, LLC. *-Indicates claim contains unliquidated and/or undetermined amounts Page 5 of 7

16 Case KG Doc Filed 04/19/18 Page 13 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT B - Multiple Debtor Claims CLAIMS TO BE DISALLOWED SURVIVING CLAIMS SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS 16 RLI INSURANCE COMPANY 3/8/ (KG) 1893 General Unsecured $1,504, RLI INSURANCE COMPANY 3/8/ (KG) 1889 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP DINSMORE & SHOHL LLP 227 W. MONROE ST, STE W. MONROE ST, STE 3850 CHICAGO, IL CHICAGO, IL RLI INSURANCE COMPANY 3/8/ (KG) 1890 General Unsecured $1,504, GRACE WINKLER CRANLEY Unliquidated* DINSMORE & SHOHL LLP 227 W. MONROE ST, STE 3850 CHICAGO, IL * - Proof of claim asserts liability for surety bond issued on behalf of the Debtors totaling $3,191, The liquidated portion of the claim represents losses the claimant has incurred as a result of issuing the bonds. The unliquidated portion represents an indemnity agreement securing the claimant from losses it may incur by issuance of the surety bonds. REASON Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen Operations Holdings, LLC, and the issued surety bonds were on behalf of Haggen Opco South, LLC. 17 SANMON, INC. 12/23/ (KG) 1283 Admin Priority Undetermined* SANMON, INC. 12/23/ (KG) 1282 Admin Priority Undetermined* MARK M. SHARF, ESQ. MARK M. SHARF, ESQ. MERRIT, HAGEN & SHARF, LLP MERRIT, HAGEN & SHARF, LLP 5950 CANOGA AVE. # CANOGA AVE. #400 WOODLAND HILLS, CA WOODLAND HILLS, CA Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying lease agreement is for store no located at 2627 Lincoln Blvd., Santa Monica, CA. 18 UNATA, INC (KG) 1795 General Unsecured $4,745, UNATA, INC. 2/17/ (KG) 1798 General Unsecured $4,745, MARC FAUCHER, CFO MARC FAUCHER, CFO 504 WELLINGTON ST WEST, SUITE WELLINGTON ST WEST, SUITE 200 TORONTO, ON M5V 1E3 TORONTO, ON M5V 1E3 CANADA CANADA UNATA, INC. 2/17/ (KG) 1800 General Unsecured $4,745, MARC FAUCHER, CFO 504 WELLINGTON ST WEST, SUITE 200 TORONTO, ON M5V 1E3 CANADA Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen, Inc. and Opco North, LLC. *-Indicates claim contains unliquidated and/or undetermined amounts Page 6 of 7

17 Case KG Doc Filed 04/19/18 Page 14 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT B - Multiple Debtor Claims CLAIMS TO BE DISALLOWED SURVIVING CLAIMS SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS 19 UNATA, INC (KG) 1796 General Unsecured $4,745, UNATA, INC. 2/17/ (KG) 1798 General Unsecured $4,745, MARC FAUCHER, CFO MARC FAUCHER, CFO 504 WELLINGTON ST WEST, 504 WELLINGTON ST WEST, SUITE 200 SUITE 200 TORONTO, ON M5V 1E3 TORONTO, ON M5V 1E3 CANADA CANADA UNATA, INC. 2/17/ (KG) 1800 General Unsecured $4,745, MARC FAUCHER, CFO 504 WELLINGTON ST WEST, SUITE 200 TORONTO, ON M5V 1E3 CANADA REASON Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen, Inc. and Opco North, LLC. 20 UNATA, INC (KG) 1797 General Unsecured $4,745, UNATA, INC. 2/17/ (KG) 1798 General Unsecured $4,745, MARC FAUCHER, CFO MARC FAUCHER, CFO 504 WELLINGTON ST WEST, SUITE WELLINGTON ST WEST, SUITE 200 TORONTO, ON M5V 1E3 TORONTO, ON M5V 1E3 CANADA CANADA UNATA, INC. 2/17/ (KG) 1800 General Unsecured $4,745, MARC FAUCHER, CFO 504 WELLINGTON ST WEST, SUITE 200 TORONTO, ON M5V 1E3 CANADA Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen, Inc. and Opco North, LLC. 21 UNATA, INC (KG) 1799 General Unsecured $4,745, UNATA, INC. 2/17/ (KG) 1798 General Unsecured $4,745, MARC FAUCHER, CFO MARC FAUCHER, CFO 504 WELLINGTON ST WEST, SUITE WELLINGTON ST WEST, SUITE 200 TORONTO, ON M5V 1E3 TORONTO, ON M5V 1E3 CANADA CANADA UNATA, INC. 2/17/ (KG) 1800 General Unsecured $4,745, MARC FAUCHER, CFO 504 WELLINGTON ST WEST, SUITE 200 TORONTO, ON M5V 1E3 CANADA TOTAL $28,410, Debtor Case Number Legend Case Number Debtor Name (KG) HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (KG) HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (KG) HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (KG) HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (KG) HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (KG) HH Legacy, Inc. (f/k/a Haggen, Inc.) Debtors believe the claim to be disallowed is properly asserted in the colummn entitled "Surviving Claims" since the underlying agreement with the creditor was with Haggen, Inc. and Opco North, LLC. *-Indicates claim contains unliquidated and/or undetermined amounts Page 7 of 7

18 Case KG Doc Filed 04/19/18 Page 15 of 32 EXHIBIT C 1 No Liability Claims 01: Capitalized terms used but not otherwise defined on Exhibit C shall have the meanings ascribed to such terms in the Objection.

19 Case KG Doc Filed 04/19/18 Page 16 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT C - No Liability Claims NUMBER DEBTOR DATE CLAIM # CLAIM CLASS DOLLARS REASON FOR DISALLOWANCE 1 Ahn, Mathew (KG) HH Liquidation, LLC 11/17/ General Unsecured $100, Proof of claim asserts a liability for personal 2971 Plaza Del Amo #259 Torrance, CA (f/k/a Haggen Holdings, LLC) injury. The POC does not indicate the date, location or nature of the injury nor does it include any documentation related to this claim. The Debtors have searched their books and records and have found no records related to an incident for this claimant. 2 Bowe, Shannon L (KG) HH Liquidation, LLC 11/30/ General Unsecured Undetermined* 9053 Creekfrord Dr. (f/k/a Haggen Holdings, Lakeside, CA LLC) 3 City of Everett (KG) HH Liquidation, LLC 10/29/ Admin Priority Undetermined* PO Box 3587 (f/k/a Haggen Holdings, Seattle, WA LLC) 4 Hilco Merchant Resources, LLC (KG) HH Opco South, LLC 12/23/ Admin Priority Undetermined* Hilco Global Attn: Ian S. Fredericks 5 Revere Drive, Suite 206 Northbrook, IL (f/k/a Haggen Opco South, LLC) Proof of claim asserts a liability for an undetermined amount. The claimant is a former employee terminated on 12/7/2015. Pursuant to the Debtors' books and records, all amounts due to the claimant have been paid in full and no additional liabilities relating to this claim are outstanding. Proof of claim asserts an administrative liability of an undetermined amount for Business & Occupation ("B&O") tax during 2016 for store 2123 located at 7601 Evergreen Way, Everett, WA. This property was sold to a third party effective 12/15/2015. Therefore, the claimant is not entitled to an administrative priority claim for 2016 B&O tax. Proof of claim asserts an administrative liability of an undetermined amount for any amounts owing and unpaid on account of Disposition Agreements between the claimant and the Debtors. Pursuant to the Debtors' books and records, all amounts due to the claimant have been paid in full and no additional liabilities relating to this claim are outstanding. * - Indicates claim contains unliquidated and/or undetermined amounts Page 1 of 3

20 Case KG Doc Filed 04/19/18 Page 17 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT C - No Liability Claims NUMBER DEBTOR DATE CLAIM # CLAIM CLASS DOLLARS 5 Hilco Merchant Resources, LLC (KG) HH Legacy, Inc (f/k/a 12/23/ Admin Priority Undetermined* Hilco Global Haggen, Inc.) Attn: Ian S. Fredericks 5 Revere Drive, Suite 206 Northbrook, IL REASON FOR DISALLOWANCE Proof of claim asserts an administrative liability of an undetermined amount for any amounts owing and unpaid on account of Disposition Agreements between the claimant and the Debtors. Pursuant to the Debtors' books and records, all amounts due to the claimant have been paid in full and no additional liabilities relating to this claim are outstanding. 6 Hilco Merchant Resources, LLC (KG) HH Opco North, LLC 12/23/ Admin Priority Undetermined* Hilco Global Attn: Ian S. Fredericks 5 Revere Drive, Suite 206 Northbrook, IL (f/k/a Haggen Opco North, LLC) Proof of claim asserts an administrative liability of an undetermined amount for any amounts owing and unpaid on account of Disposition Agreements between the claimant and the Debtors. Pursuant to the Debtors' books and records, all amounts due to the claimant have been paid in full and no additional liabilities relating to this claim are outstanding. 7 San Diego County Treasurer-Tax HH Liquidation, LLC 3/22/ Admin Priority $15, Collector Attn: Bankruptcy 1600 Pacific Highway, Room 162 San Diego, CA (f/k/a Haggen Holdings, LLC) Proof of claim asserts an administrative liability for 2016 Real Property Supplemental Tax for stores 2189 located in Westview Pky, San Diego, CA and 2194 located in 870 Third Ave., Chula Vista, CA. These properties were sold to third parties effective 12/15/2015 and 12/9/2015, respectively. Therefore, the claimant is not entitled to an administrative priority claim for 2016 Real Property Supplemental Tax. * - Indicates claim contains unliquidated and/or undetermined amounts Page 2 of 3

21 Case KG Doc Filed 04/19/18 Page 18 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT C - No Liability Claims NUMBER DEBTOR DATE CLAIM # CLAIM CLASS DOLLARS REASON FOR DISALLOWANCE 8 SANMON, INC (KG) HH Liquidation, LLC 12/23/ Admin Priority Undetermined* Proof of claim asserts liability of an undetermined MARK M. SHARF, ESQ. (f/k/a Haggen Holdings, amount related to a real property lease agreement MERRIT, HAGEN & SHARF, LLP LLC) for store no located at 2627 Lincoln Blvd., 5950 CANOGA AVE. #400 Santa Monica, CA. Pursuant to the Debtors' books WOODLAND HILLS, CA and records, all amounts due to the claimant have been paid in full and no additional liabilities relating to this claim are outstanding. TOTAL $115, * - Indicates claim contains unliquidated and/or undetermined amounts Page 3 of 3

22 Case KG Doc Filed 04/19/18 Page 19 of 32 EXHIBIT D 1 Reclassified, Incorrect Debtor Claims 01: Capitalized terms used but not otherwise defined on Exhibit D shall have the meanings ascribed to such terms in the Objection.

23 Case KG Doc Filed 04/19/18 Page 20 of 32 HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT D - Reclassified, Incorrect Debtor Claim SEQ NO. CLAIM NO. DATE ASSERTED DEBTOR ASSERTED CLAIM CLASS ASSERTED CLAIM AMOUNT MODIFIED DEBTOR MODIFIED CLAIM CLASS CLAIM AMOUNT 1 Duenas, Anita /6/2016 HH Liquidation, LLC (f/k/a Secured Undetermined* HH Opco South, LLC (f/k/a Unsecured Undetermined* 329 North L St Apt B Lompoc, CA Haggen Holdings, LLC) Haggen Opco South, LLC) REASON: Proof of claim asserts secured claim of an undetermined amount for personal injury incident which allegedly occurred in July 2015 in store #2130 located at 1500 N. H Street, Lompoc, CA. The POC does not provide any support or documentation to support a secured claim status. Proof of claim asserts liability against HH Liquidation, LLC f/k/a Haggen Holdings, LLC. The Debtors' books and records show this alleged liability to reside under Haggen Opco South, LLC, since the alleged incident occurred in Southern California. TOTAL $0.00 TOTAL 0.00 Page 1 of 1

24 Case KG Doc Filed 04/19/18 Page 21 of 32 EXHIBIT E 1 Redundant Claims 01: Capitalized terms used but not otherwise defined on Exhibit E shall have the meanings ascribed to such terms in the Objection.

25 Case KG Doc Filed 04/19/18 Page 22 of 32 CLAIMS TO BE DISALLOWED HH Liquidation, LLC (f/k/a Haggen Holdings, LLC), et al., Case No TWENTY-THIRD OMNIBUS: EXHIBIT E - Redundant Claims SURVIVING CLAIMS SEQ. NO. DATE NUMBER CLAIM # CLAIM CLASS DOLLARS DATE NUMBER CLAIM # CLAIM CLASS DOLLARS REASON 1 COUNTY OF SANTA BARBARA 10/29/ (KG) 381 General Unsecured $2, COUNTY OF SANTA BARBARA 10/29/ (KG) 382 General Unsecured $2, Liabilities included on claim LAWRENCE D. FAY LAWRENCE D. FAY are duplicative of those 2125 S. CENTERPOINTE PKWY S. CENTERPOINTE PKWY. liabilities included on claim ROOM 333 ROOM 333 no SANTA MARIA, CA SANTA MARIA, CA JUDITH GREEN/GREENCARDZ 10/1/ (KG) 93 General Unsecured $ GREENCARDZ 10/27/ (KG) (b)(9) $ ELLIS ST 2824 ELLIS ST BELLINGHAM, WA BELLINGHAM, WA KANGAS REPAIR LLC 12/11/ (KG) 953 General Unsecured $4, KANGAS REPAIR LLC 12/11/ (KG) 954 General Unsecured $4, W. CRESTLINE DR. PO BOX BELLINGHAM, WA BELLINGHAM, WA Liabilities included on claim are duplicative of those liabilities included on claim no Liabilities included on claim are duplicative of those liabilities included on claim no TOTAL $6, TOTAL $6, *-Indicates claim contains unliquidated and/or undetermined amounts Page 1 of 1

26 Case KG Doc Filed 04/19/18 Page 23 of 32 EXHIBIT 2 Blackline 01:

27 Case KG Doc Filed 04/19/18 Page 24 of 32 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) In re: ) Chapter 11 ) ) HH Liquidation, LLC, et al., 1 ) Case No (KG) ) ) Debtors. ) (Jointly Administered) ) ) Ref. Docket No & ORDER SUSTAINING DEBTORS TWENTY-THIRD (23RD) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007 AND LOCAL RULE Upon consideration of the Debtors Twenty-Third (23rd) Omnibus (Substantive) Objection to Claims Pursuant to Section 502 of the Bankruptcy Code, Bankruptcy Rule 3007 and Local Rule (the Objection ) 2 and the Barnett Declaration; and it appearing that this Court has jurisdiction to consider the Objection pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order; and it appearing that venue of these chapter 11 cases and the Objection in this district is proper pursuant to 28 U.S.C and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that the relief requested in the Objection is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and it appearing that notice of the Objection was good and sufficient upon the particular circumstances and that no other or further notice need be given; and upon the record 01: The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is Aliso Creek Road, Suite B-1003, Aliso Viejo, CA

28 Case KG Doc Filed 04/19/18 Page 25 of 32 herein; and after due deliberation thereon and good and sufficient cause appearing therefor; it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Objection is SUSTAINED, as set forth herein. 2. The Modified Amount, Incorrect Debtor Claims identified on Exhibit A to the Order are hereby modified to the dollar values indicated in the column titled MODIFIED CLAIM AMOUNT and reassigned to the Debtor entity indicated in the column titled MODIFIED DEBTOR on Exhibit A to the Order. 3. The Multiple Debtor Claims identified on Exhibit B to the Order are hereby disallowed and expunged in their entirety. 4. The No Liability Claims identified on Exhibit C to the Order are hereby disallowed and expunged in their entirety. 5. The Reclassified, Incorrect Debtor Claims identified on Exhibit D to the Order are hereby reclassified to the priority levels and amounts indicated in the columns titled MODIFIED CLAIM CLASS and reassigned to the Debtor entity indicated in the column titled MODIFIED DEBTOR on Exhibit D to the Order. 6. The Redundant Claims identified on Exhibit E to the Order are hereby disallowed and expunged in their entirety. 7. Notwithstanding anything to the contrary in the Objection, proof of claim number 1365, filed by Diane Baldasar shall survive and shall be reassigned to a claim against HH Legacy, Inc. (f/k/a Haggen, Inc.) The Debtors objection to each Disputed Claim addressed in the Objection constitutes a separate contested matter as contemplated by Bankruptcy Rule This 01: Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.

29 Case KG Doc Filed 04/19/18 Page 26 of 32 Order shall be deemed a separate Order with respect to each claim. Any stay of this Order pending appeal by any of the claimants subject to this Order shall only apply to the contested matter that involves such claimant and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters covered hereby Any and all rights of the Debtors and their estates to amend, supplement or otherwise modify the Objection and to file additional objections to any and all claims filed in these chapter 11 cases, including, without limitation, any and all of the Disputed Claims and the Surviving Claims, shall be reserved. Any and all rights, claims and defenses of the Debtors and their estates with respect to any and all of the Disputed Claims and the Surviving Claims shall be reserved, and nothing included in or omitted from the Objection is intended or shall be deemed to impair, prejudice, waive or otherwise affect any rights, claims, or defenses of the Debtors and their estates with respect to the Disputed Claims or the Surviving Claims This Court shall retain jurisdiction over any and all affected parties with respect to any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated:, 2018 Wilmington, Delaware Kevin Gross United States Bankruptcy Judge 01:

30 Case KG Doc Filed 04/19/18 Page 27 of 32 EXHIBIT A 1 Modified Amount, Incorrect Debtor Claims 01: Capitalized terms used but not otherwise defined on Exhibit A shall have the meanings ascribed to such terms in the Objection.

31 Case KG Doc Filed 04/19/18 Page 28 of 32 EXHIBIT B 1 Multiple Debtor Claims 01: Capitalized terms used but not otherwise defined on Exhibit B shall have the meanings ascribed to such terms in the Objection.

32 Case KG Doc Filed 04/19/18 Page 29 of 32 EXHIBIT C 1 No Liability Claims 01: Capitalized terms used but not otherwise defined on Exhibit C shall have the meanings ascribed to such terms in the Objection.

33 Case KG Doc Filed 04/19/18 Page 30 of 32 EXHIBIT D 1 Reclassified, Incorrect Debtor Claims 01: Capitalized terms used but not otherwise defined on Exhibit D shall have the meanings ascribed to such terms in the Objection.

34 Case KG Doc Filed 04/19/18 Page 31 of 32 EXHIBIT E 1 Redundant Claims 01: Capitalized terms used but not otherwise defined on Exhibit E shall have the meanings ascribed to such terms in the Objection.

35 Case KG Doc Filed 04/19/18 Page 32 of 32 Document comparison by Workshare Compare on Wednesday, April 18, :25:48 PM Input: Document 1 ID Description Document 2 ID Description Rendering set interwovensite://worksite02/ycst01/ /4 # v4<YCST01> - Haggen - Twenty-Third (23rd) Omnibus Objection to Claims (Substantive) interwovensite://worksite02/ycst01/ /5 # v5<YCST01> - Haggen - Twenty-Third (23rd) Omnibus Objection to Claims (Substantive) Standard Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 16 Deletions 15 Moved from 3 Moved to 3 Style change 0 Format changed 0 Total changes 37