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Full title: Omnibus Objection to Claims // Reorganized Debtor's Second Omnibus Objection (Substantive) to Certain No Liability and Overstated Claims Pursuant to Section 502 of the Bankruptcy Code and Rule 3007 of the Federal Rules of Bankruptcy Procedure. Filed by FIC Restaurants, Inc.. Objections due by 7/30/2021. (Attachments: # 1 Notice # 2 Exhibit A (Proposed Order) # 3 Exhibit 1 to Proposed Order (No Liability Claims) # 4 Exhibit 2 to Proposed Order (Overstated Claims) # 5 Declaration in Support) (Johnson, Ericka) (Entered: 06/30/2021)

Document posted on Jun 29, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Additionally, publication notice of the Bar Date was published in The New York Times (see Docket No. 243), The Boston Globe (see Docket No. 240), The Patriot-News (see Docket No. 241), The Portland Press Harold (see Docket No. 242), The New Hampshire Union Leader (see Docket No. 244), The Hartford Courant (see Docket No. 245), and The Burlington Free Press (see Docket No. 246).Pursuant to the Plan, the deadline to file claims for administrative expenses (the “Administrative Claim Deadline”) and for damages related to an executory contract or unexpired lease rejected pursuant to the Plan (the “Rejection Claim Deadline”) was February 15, 2021.By this Objection, and for the reasons described more fully below, the Reorganized Debtor objects to the Claims set forth in Exhibit 1 and Exhibit 2 attached to the Proposed Order pursuant to sections 105(a) and 502(b) of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Bankruptcy Rule 3007-1. The Reorganized Debtor submits the No Liability Claims are not valid claims because (i) the Debtors’ Books and Records do not reflect the existence of the asserted claim or of the claimant asserting such claim; (ii) the contract giving rise to the claim was assumed and assigned as part of the sale during the case and there is no liability to the Debtors pursuant to Bankruptcy Code section 365(k); and (iii) the claims are not enforceable against the Debtors or their property under any agreement or applicable law. Based on the Reorganized Debtor’s review and analysis of the Books and Records, the claims register, the Declaration, the proofs of claim and supporting documentation, the No Liability Claims are not enforceable under any applicable law or agreement within the meaning of section 502(b)(1) and, therefore, the Debtors’ estates are not liable for such claims.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FIC RESTAURANTS, INC.,1 ) Case No. 20-12807 (CSS) ) Reorganized Debtor. ) Objections Due: July 30, 2021 at 4:00 p.m. (ET) ) Hearing Date: To Be Determined REORGANIZED DEBTOR’S SECOND OMNIBUS OBJECTION (SUBSTANTIVE) TO CERTAIN NO LIABILITY AND OVERSTATED CLAIMS PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE AND RULE 3007 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE PARTIES RECEIVING THIS OMNIBUS OBJECTION TO CLAIMS SHOULD LOCATE THEIR NAMES AND THEIR DISPUTED CLAIM(S) IDENTIFIED ON EXHIBIT 1 OR EXHIBIT 2 OF THE PROPOSED ORDER ATTACHED TO THIS OBJECTION TO LEARN THE GROUNDS FOR THE OBJECTION PERTAINING TO THEIR CLAIM(S) AND THE RELIEF SOUGHT BY THE REORGANIZED DEBTOR. YOUR SUBSTANTIVE RIGHTS MAY BE AFFECTED BY THIS OBJECTION AND BY ANY FURTHER OBJECTION THAT MAY BE FILED AGAINST YOUR CLAIM(S). FIC Restaurants, Inc. (the “Reorganized Debtor”) hereby objects (the “Objection”) pursuant to sections 105 and 502 of Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 3007-1 of the Local Rules of the United States Bankruptcy 1 The Reorganized Debtor in this chapter 11 case, its jurisdiction of organization, and the last four digits of its U.S. taxpayer identification number is FIC Restaurants, Inc., a Massachusetts, corporation (1388) (“FIC”). Prior to the closure of their bankruptcy cases, the following Debtors were jointly administered with the FIC chapter 11 case. Here are their jurisdictions of organization and the last four digits of their U.S. taxpayer identification numbers: (1) FIC Holdings, LLC, a Delaware limited liability company (0204); (2) Neapolitan Group Holdings, LLC, a Delaware limited liability company (7922); (3) Friendly’s Restaurants, LLC, a Delaware limited liability company (0696); and (4) Friendly’s Franchising, LLC, a Delaware limited liability company (4364). The Reorganized Debtor’s mailing address is 40 Post Office Park, P.O. Box 1087, Wilbraham, MA 01095-1087.

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Court for the District of Delaware (the “Local Rules”) to the claims listed on Exhibit 1 and Exhibit 2 (collectively, the “Claims”) to the proposed order (the “Proposed Order”) attached hereto as Exhibit A. In support of the Objection, the Reorganized Debtor relies upon and incorporates by reference the accompanying Declaration of Marc L. Pfefferle and respectfully states as follows. JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Objection pursuant to 28 U.S.C. §§ 157 and 1334, the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012, and Article XVI of the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation [Docket No. 264] (the “Plan”),2 which was confirmed on December 17, 2020. See Docket No. 278. 2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory and legal predicates for the relief requested herein are Bankruptcy Code sections 105 and 502. The relief is also appropriate under Bankruptcy Rule 3007 and Local Rule 3007-1. 4. This is a core proceeding under 28 U.S.C. § 157(b). Pursuant to Rule 9013-1(f) of the Local Rules, the Reorganized Debtor consents to the entry of a final judgment or order with respect to this Objection if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties. BACKGROUND 5. On November 1, 2020 (the “Petition Date”), the Debtors each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court commencing the bankruptcy cases (the “Chapter 11 Cases”). The Debtors continued to operate their businesses and 2 Capitalized terms used herein, but not defined herein shall have the meaning ascribed such terms in the Plan.

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manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No official committee of unsecured creditors or chapter 11 trustee was appointed in these Chapter 11 Cases. 6. A detailed description of the Debtors and their businesses and the Debtors’ bankruptcy petitions were set forth in greater detail in the Declaration of Marc L. Pfefferle in Support of Debtors’ First Day Motions and Applications [Docket No. 17] (the “First Day Declaration”). 7. On November 17, 2020, the Court entered an Order (I) Establishing Bar Dates for Filing Proofs of Claims and (II) Approving the Form and Manner of Notice Thereof (the “Bar Date Order”). See Docket No. 152. The Bar Date Order established December 15, 2020 at 11:59 p.m. (prevailing ET) as the deadline (the “Bar Date”) to assert claims against any of the Debtors that arose prior to the Petition Date. The notice of the Bar Date (the “Bar Date Notice”) was filed at Docket No. 155 and served on all known creditors. See Docket Nos. 180, 223. Additionally, publication notice of the Bar Date was published in The New York Times (see Docket No. 243), The Boston Globe (see Docket No. 240), The Patriot-News (see Docket No. 241), The Portland Press Harold (see Docket No. 242), The New Hampshire Union Leader (see Docket No. 244), The Hartford Courant (see Docket No. 245), and The Burlington Free Press (see Docket No. 246). 8. On November 2, 2020, the Debtors filed the Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation [Docket No. 18]. On December 14, 2020, the Debtors filed the Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation [Docket No. 250]. On December 16, 2020, the Debtors filed the Plan, which was confirmed on December 17, 2020. See Docket No. 278.

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9. On January 15, 2021, the effective date (the “Effective Date”) of the Plan occurred. See Docket No. 314 (the “Notice of Effective Date”). Pursuant to the Plan, the deadline to file claims for administrative expenses (the “Administrative Claim Deadline”) and for damages related to an executory contract or unexpired lease rejected pursuant to the Plan (the “Rejection Claim Deadline”) was February 15, 2021. See Plan Articles 1.1.4 & 10.2. Notice of the Administrative Claim Deadline and the Rejection Claim Deadline were included in the Notice of the Effective Date, which was filed at Docket No. 314 and served on all known creditors. See Docket No. 319. The Notice of Effective Date was also published in The New York Times. See Docket No. 320. RELIEF REQUESTED 10. By this Objection, and for the reasons described more fully below, the Reorganized Debtor objects to the Claims set forth in Exhibit 1 and Exhibit 2 attached to the Proposed Order pursuant to sections 105(a) and 502(b) of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Bankruptcy Rule 3007-1. The Reorganized Debtor respectfully requests the Court enter the Proposed Order, disallowing and expunging the claims in Exhibit 1 in their entirety and reducing the amount of the claims in Exhibit 2 to reflect the amounts reflected in the Debtors’ books and records (the “Books and Records”). OBJECTION 11. Section 502(a) of the Bankruptcy Code provides that any claim for which a proof of claim has been filed shall be deemed allowed unless a party in interest objects. 11 U.S.C. § 502(a). Once an objection to a claim is filed, the Court, after notice and hearing, shall determine the allowed amount of the claim. 11 U.S.C. § 502(b). 12. Section 502(b)(1) of the Bankruptcy Code provides, in part, that a claim may not be allowed to the extent that it “is unenforceable against the debtor and property of the debtor, under any agreement or applicable law.” 11 U.S.C. § 502(b)(1). While a properly filed proof of

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claim is prima facie evidence of the claim’s allowed amount, when an objecting party presents evidence to rebut a claim’s prima facie validity, the claimant bears the burden of proving the claim’s validity by a preponderance of evidence. See In re Allegheny Int’l, Inc., 954 F.2d 167, 173 (3d Cir. 1992). The burden of persuasion with respect to the claim is always on the claimant. See id. at 174. The failure to allege facts and to provide sufficient support for a claim deprives the claim of prima facie validity. See, e.g., In re Jorczak, 314 B.R. 474, 481-82 (Bankr. D. Conn. 2004) (discussing the evidentiary requirements and burden of proof with respect to the allowance of claims). 13. For the reasons set forth below, there is ample evidence to rebut the prima facie validity of each Claim. A. No Liability Objection 14. The Reorganized Debtor has identified certain claims listed on Exhibit 1 (collectively, the “No Liability Claims”) erroneously asserting a right to payment from the Debtors’ estates. After reconciling each of the No Liability Claims and supporting materials against the Debtors’ Books and Records, the Reorganized Debtor has determined that the No Liability Claims are not enforceable under any applicable law or agreement within the meaning of section 502(b)(1), and therefore, the Debtors’ estates are not liable for the No Liability Claims. The Reorganized Debtor submits the No Liability Claims are not valid claims because (i) the Debtors’ Books and Records do not reflect the existence of the asserted claim or of the claimant asserting such claim; (ii) the contract giving rise to the claim was assumed and assigned as part of the sale during the case and there is no liability to the Debtors pursuant to Bankruptcy Code section 365(k); and (iii) the claims are not enforceable against the Debtors or their property under any agreement or applicable law. Specific reasons for the proposed disallowance of the No Liability Claims are identified on Exhibit 1 under the column “Reason for Disallowance.”

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15. Based on the Reorganized Debtor’s review and analysis of the Books and Records, the claims register, the Declaration, the proofs of claim and supporting documentation, the No Liability Claims are not enforceable under any applicable law or agreement within the meaning of section 502(b)(1) and, therefore, the Debtors’ estates are not liable for such claims. Failure to disallow the No Liability Claims will result in the applicable claimants receiving an unwarranted recovery against Debtors’ estates, to the detriment of creditors in this case. Accordingly, the Reorganized Debtor (i) objects to the No Liability Claims and (ii) requests entry of an order disallowing and expunging, in full, each of the No Liability Claims identified in Exhibit 1 to the Proposed Order. B. Overstated Claim Objection 16. After reconciling each of the proofs of claim and supporting materials against the Debtors’ Books and Records, the Reorganized Debtor has identified the claims listed on Exhibit 2 to the Proposed Order (the “Overstated Claims”) that were filed in an incorrect amount. 17. The claimants asserting the Overstated Claims asserted amounts that are higher than the liability reflected on the Books and Records. Accordingly, the Overstated Claims should be modified by reducing the amount to the respective dollar value listed under the column titled “Modified Claim Amount” on Exhibit 2. Failure to modify the Overstated Claim will result in the claimant receiving an excessive recovery against the Debtors’ estates to the detriment of other creditors. Accordingly, the Reorganized Debtor (a) objects to the allowance of the Overstated Claims and (b) seeks entry of an order reducing the amount of the Overstated Claims to the correct respective amount as listed on Exhibit 2 under the heading “Modified Claim Amount.” RESERVATION OF RIGHTS 18. The Reorganized Debtor reserves the right to amend, modify, or supplement this Objection, and to file additional substantive and non-substantive objections to each of the Claims,

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including, without limitation, objections as to the amount, priority, or validity of the Claims, and as to whether the Claims were timely and properly filed, each in accordance with Local Rule 3007-1. 19. Moreover, should the grounds of objection stated in this Objection be dismissed, overruled, or withdrawn or should the claimants submit additional information supporting their respective Claims, the Reorganized Debtor reserves the right to further object to the Claims on any non-substantive and/or substantive grounds in the future in accordance with Local Rule 3007-1. COMPLIANCE WITH LOCAL RULE 3007-1 20. The Reorganized Debtor, by and through its undersigned counsel, states that this Objection complies with Local Rule 3007-1. To the extent this Objection does not comply in all respects with the requirements of Local Rule 3007-1, the undersigned believes such deviations are not material and respectfully requests that any such requirement be waived. NOTICE 21. Notice of this Motion will be served upon: (i) the Office of the United States Trustee; (ii) all parties that have requested notice and service of pleadings in these Chapter 11 Cases pursuant to Fed. R. Bankr. P. 2002 and the Plan; and (iii) the affected claimants and their counsel, if known. In light of the nature of the relief requested herein, the Reorganized Debtor submits that no other or further notice is required.

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CONCLUSION 22. WHEREFORE, the Reorganized Debtor requests that the Court to enter the Proposed Order sustaining this Objection and granting such further relief as the Court deems appropriate. Dated: June 30, 2021 WOMBLE BOND DICKINSON (US) LLP Wilmington, Delaware /s/ Ericka F. Johnson Matthew P. Ward (DE Bar No. 4471) Ericka F. Johnson (DE Bar No. 5024) 1313 North Market Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 Email: matthew.ward@wbd-us.com Email: ericka.johnson@wbd-us.com Counsel to the Reorganized Debtor

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