Case KG Doc 633 Filed 11/06/15 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 633 Filed 11/06/15 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HAGGEN HOLDINGS, LLC 1 Case No (KG (Jointly Administered Debtors. Objection Deadline: Nov 6, 5:00 PM ET Re: Docket No. 494, 511 LIMITED OBJECTION OF BRNK SIMI VALLEY, LLC AND BRNK BEAVERTON, LLC TO DEBTORS NOTICE OF CURE BRNK Simi Valley, LLC and BRNK Beaverton, LLC (collectively, Landlords lease locations (collectively, the Stores to Haggen Opco South, LLC or Haggen Opco North, LLC (collectively, Tenant that are subject to the Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors (Docket No. 511 filed on October 22, 2015 (the Cure Notice. The Landlords object as follows: 1. Landlords entered into non-residential real property leases (the Leases with Tenant (collectively, with its affiliated debtors and debtors-in-possession, the Debtors, which the Debtors have identified as subject to possible assumption and assignment and for which Debtors 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA

2 Case KG Doc 633 Filed 11/06/15 Page 2 of 6 have filed the Cure Notice. 2. The Leases are for non-residential real property located in shopping centers, as that term is used and defined in 11 U.S.C. 365(b(3 and In re Joshua Slocum, Ltd., 922 F.2d 1081, (3d Cir Landlords dispute the cure identified by Debtors and identify the correct cure below: Store Location 8155 S.W. Hall, Beaverton, Oregon #2085 (#00559AS/SVU# Cochran Street, Simi Valley, California #2157 (#06363AS/SVU#351 Debtors Cure Total Landlord Cure $3, $171, $25, $182, Landlords attach as Exhibit A a complete itemization of the cure. Landlords may also have true-ups and reconciliations that have not yet come due that may come due preassignment or post-assignment and have yet to be calculated, and Landlords reserve all rights as to these claims, including claims for real estate tax payments and common area maintenance, and the assignment of the leases shall be conditioned on payment or assurance of payment of such amounts. Furthermore, Landlords reserve their right to amend, update, and/or supplement their claim for cure to recover, pursuant to the Leases, their expenses, including their reasonable attorney s fees, incurred in connection with this objection to the Cure Notice. See In re Crown Books Corp., 269 B.R. 12 (Bankr. D. Del Pursuant to section 365(b(1 of the Bankruptcy Code, [i]f there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption, the trustee cures, or provides adequate assurance that the trustee will promptly cure, such default. The cure amount of $3, proposed by the Debtors with regard to the Store located at 8155 S.W. Hall, Beaverton, fails to include amounts due for, among other things, minimum rent, accrued real estate taxes, and other amounts, which are required to be paid to Landlords pursuant to the Leases. Moreover, the

3 Case KG Doc 633 Filed 11/06/15 Page 3 of 6 Debtors proposed cure amount does not include legal fees. Landlords are entitled to legal fees in an amount to be determined, but expected to be not less than $5,000, in connection with the Debtors chapter 11 cases and this objection to the Cure Notice as it relates to the Store located at 8155 S.W. Hall, Beaverton, Oregon. 6. Likewise, the cure amount of $25, proposed by the Debtors with regard to the Store located at 2800 Cochran, Simi Valley, fails to include amounts due for, among other things, minimum rent and ground lease rent, common area maintenance, accrued real estate taxes, and other amounts, which are required to be paid to Landlords pursuant to the Leases. Moreover, the Debtors proposed cure amount does not include legal fees. Landlords are entitled to legal fees in an amount to be determined, but expected to be not less than $5,000, in connection with the Debtors chapter 11 cases and this objection to the Cure Notice as it relates to the Store located at 2800 Cochran, Simi Valley, California. 7. Further, section 365(f(2(B of the Bankruptcy Code provides that the trustee may assign an executory contract or unexpired lease of the debtor only if... adequate assurance of future performance by the assignee of such contract or lease is provided, whether or not there has been a default in such contract or lease. Here, the Debtors have not provided the requisite adequate assurance of future performance by the assignee. In fact, no adequate assurance of future performance has been provided. 8. Finally, where, as here, a shopping center lease is at issue, section 365(b(3 of the Bankruptcy Code provides, in relevant part, that: [A]dequate assurance of future performance of a lease of real property in a shopping center includes adequate assurance (A of the source of rent and other consideration due under such lease, and in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of the debtor and its guarantors, if any, as of the time the debtor became the lessee under the lease;

4 Case KG Doc 633 Filed 11/06/15 Page 4 of 6 (B (C (D that any percentage rent due under such lease will not decline substantially; that assumption or assignment of such lease is subject to all the provisions thereof, including (but not limited to provisions such as a radius, location, use, or exclusivity provision, and will not breach any such provision contained in any other lease, financing agreement, or master agreement relating to such shopping center; and that assumption or assignment of such lease will not disrupt any tenant mix or balance in such shopping center. 9. Here, Landlords have not received the adequate assurance of future performance required by section 365(b(3 of the Bankruptcy Code. Landlords have not received adequate assurance of the source of rent due under the Leases. Further, the Debtors have not provided Landlords with adequate assurance that either it, or its proposed assignees, will pay the full outstanding amounts due on the Leases, including common area maintenance and real estate taxes. As a condition of assignment, an assignee has an obligation to timely pay the amount due pursuant to the Leases. Landlords have not received adequate assurance that the assignee(s will satisfy this obligation. 10. For the foregoing reasons, Landlords object to the Debtors proposed assumption and assignment. In addition, Landlord reserves all other rights in regard to cure and proof of adequate assurance. WHEREFORE, Landlords demand payment of the full cure prior to assumption and assignment and reserve all rights to object further to the ability of any assignee to

5 Case KG Doc 633 Filed 11/06/15 Page 5 of 6 demonstrate adequate assurance of future performance. Dated: November 6, 2015 MONZACK MERSKY McLAUGHLIN AND BROWDER, P.A. /s/ Rachel B. Mersky Rachel B. Mersky, Esquire (DE # N. Orange Street, Suite 400 Wilmington, DE Telephone: ( Facsimile: ( rmersky@monlaw.com PAUL HASTINGS, LLP Marc Carmel, Esquire 71 S. Wacker Drive, Forty-Fifth Floor Chicago, IL Telephone: ( Facsimile: ( marccarmel@paulhastings.com ATTORNEYS FOR BRNK SIMI VALLEY, LLC AND BRNK BEAVERTON, LLC

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7 Case KG Doc Filed 11/06/15 Page 1 of 1 Exhibit A 8155 S.W. Hall, Beaverton, Oregon Type of Expense Amount Minimum Rent (for period of March 1, 2015 to August 31, 2015 $137, Real Estate Taxes (Map 1S127BA (First installment for period of July 1, 2015-June 30, 2016 Real Estate Taxes (Map 1S127BA A1 $16, (First installment for period of July 1, 2015-June 30, 2016 Legal Fees (expected to be at least $5, TOTAL $171, Cochran Street, Simi Valley, California Type of Expense Amount Minimum Rent (for period of July 1, 2015 to December 31, 3015 $104, Minimum Rent for ground rent (for September 2015 $5, Real Estate Taxes $38, (First installment for period of July 1, 2015 to December 31, 2015 Common Area Maintenance $10, Second Quarter 2015 Billing (April 1, 2015 to June 30, 2015 Common Area Maintenance $7, Third Quarter 2015 Billing (July 1, 2015 to September 30, 2015 Common Area Maintenance 9, Fourth Quarter 2015 Estimate (October 1, 2015 to December 31, 2015 Legal Fees (expected to be at least $5, TOTAL $182,

8 Case KG Doc Filed 11/06/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HAGGEN HOLDINGS, LLC 1 Case No (KG (Jointly Administered Debtors. CERTIFICATE OF SERVICE I, Rachel B. Mersky, certify that I am not less than 18 years of age, and that service of the Limited Objection of BRNK Simi Valley, LLC and BRNK Beaverton, LLC to Debtors Notice of Cure was made on November 6, 2015 upon all parties shown in the manner indicated: Timothy Jay Fox, Jr., Esquire Office of the United States Trustee U.S. Department of Justice 844 King Street, Suite 2207 Lock Box #35 Wilmington, DE Bradford J. Sandler, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17 th Floor Wilmington, DE bsandler@pszjlaw.com Regina Kelbon, Esquire Michael Graziano, Esquire Blank Rome LLP 1201 Market Street, Suite 800 Wilmington, DE Kelbon@BlankRome.com Graziano@BlankRome.com Robert J. Feinstain, Esquire Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 34 th Floor New York, NY rfeinstein@pszjlaw.com 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA { DOC; 1}

9 Case KG Doc Filed 11/06/15 Page 2 of 2 Matthew B. Lunn, Esquire Robert F. Poppiti, Jr., Esquire Ashley E. Jacobs, Esquire Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE mlunn@ycst.com rpoppiti@ycst.com ajacobs@ycst.com Stephen Moeller-Sally, Esquire Amanda McGrady Morrison, Esquire Ropes & Gray LLP 800 Boylston Street Boston, MA SSally@ropesgray.com Amanda.Morrison@ropesgray.com Frank A. Merola, Esquire Sayan Bhattacharyya, Esquire Matthew G. Garofalo, Esquire Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY fmerola@stroock.com sbhattacharyya@stroock.com mgarofalo@stroock.com Michael Woronoff, Esquire Philippa Bond, Esquire Proskauer Rose LLP 2049 Century Park East, Suite 3200 Los Angeles, CA mworonoff@proskauer.com pbond@proskauer.com I further certify that the foregoing was also served electronically on the CM/ECF System. DATED: November 6, 2015 Monzack Mersky McLaughlin and Browder, P.A. /s/ Rachel B. Mersky Rachel B. Mersky (# 2049 { DOC; 1}