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Full title: Exhibit(s) Stipulation Fixing and Allowing Santa Anita Shoppingtown LLC's Claim Filed by MUJI U.S.A. Limited. (Meloro, Dennis) (Entered: 05/28/2021)

Document posted on May 27, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

STIPULATION FIXING AND ALLOWING SANTA ANITA SHOPPINGTOWN LLC’S CLAIM MUJI U.S.A. Limited, the above-captioned reorganized debtor (the “Reorganized Debtor,” and prior to the effective date of the confirmed Plan (as defined below), the “Debtor”) and Santa Anita Shoppingtown LLC (“Claimant” and together with the Reorganized Debtor, the “Parties”) hereby stipulate and agree to the following (the “Stipulation”): Recitals WHEREAS, on July 10, 2020 (the “Petition Date”), the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”); WHEREAS, prior to the Petition Date, Debtor and Claimant entered into a lease agreement (the “Lease”) for the lease of nonresidential real property located at Westfield Santa Anita, 400 South Baldwin Avenue, Arcadia, CA; WHEREAS, on September 1, 2020, the Court entered an order granting the Rejection Motion [Docket No. 140]; WHEREAS, as of the date of this Stipulation, Claimant timely filed one (1) proof of claim against the Debtor’s estate, including on account of the Debtor’s rejection of the Lease, in the amount of $674,855.46, which claim is reflected on the claims register (the “Claims Register”) maintained by the Court-appointed Claims and Noticing Agent, Donlin, Recano & Company, Inc. [Docket No. 286]; WHEREAS, pursuant to Section VII(B) of the Plan, the Reorganized Debtor has the sole authority to, among other things, settle or compromise any disputed claim and administer and adjust the Claim Register without any further notice to or action, order, or approval by the Court; WHEREAS, pursuant to the Plan, General Unsecured Claims (as defined in the Plan) against the Debtor’s estate are classified as “Class 3 Claims”; WHEREAS, the Reorganized Debtor has informed Claimant that it objects to the total amount asserted in Claim 46; WHEREAS, through their counsel, the Parties have conferred and engaged in negotiations with respect to the allowance of Claim 46, and wish to enter into the Stipulation fixing and allowing Claim 46 on the term set forth herein. Upon the execution of this Stipulation by the Parties, Claim 46 shall be deemed fixed and Allowed (as defined in the Plan) in the reduced amount of $614,512.35 (the “Allowed Claim”).

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 MUJI U.S.A. LIMITED,1 Case No. 20-11805 (MFW) Reorganized Debtor. STIPULATION FIXING AND ALLOWING SANTA ANITA SHOPPINGTOWN LLC’S CLAIM MUJI U.S.A. Limited, the above-captioned reorganized debtor (the “Reorganized Debtor,” and prior to the effective date of the confirmed Plan (as defined below), the “Debtor”) and Santa Anita Shoppingtown LLC (“Claimant” and together with the Reorganized Debtor, the “Parties”) hereby stipulate and agree to the following (the “Stipulation”): Recitals WHEREAS, on July 10, 2020 (the “Petition Date”), the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”); WHEREAS, prior to the Petition Date, Debtor and Claimant entered into a lease agreement (the “Lease”) for the lease of nonresidential real property located at Westfield Santa Anita, 400 South Baldwin Avenue, Arcadia, CA; WHEREAS, on July 31, 2020, the Debtor filed a motion seeking authority to reject the Lease pursuant to section 365 of the Bankruptcy Code, effective as of July 31, 2020 [Docket No. 68] (the “Rejection Motion”); 1 The last four digits of the Reorganized Debtor’s federal tax identification number are 2229. The location of the Reorganized Debtor’s principal place of business is 250 West 39th Street, Suite 202, New York, NY 10018.

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WHEREAS, on September 1, 2020, the Court entered an order granting the Rejection Motion [Docket No. 140]; WHEREAS, as of the date of this Stipulation, Claimant timely filed one (1) proof of claim against the Debtor’s estate, including on account of the Debtor’s rejection of the Lease, in the amount of $674,855.46, which claim is reflected on the claims register (the “Claims Register”) maintained by the Court-appointed Claims and Noticing Agent, Donlin, Recano & Company, Inc. (“DRC”) as claim number 46 (“Claim 46”); WHEREAS, on December 21, 2020, the Court entered an order [Docket No. 277] confirming the Amended Chapter 11 Plan of Reorganization of MUJI U.S.A. Limited Pursuant to Chapter 11 of the Bankruptcy Code (as Modified) (“Plan”) [Docket No. 277-1]; WHEREAS, the Effective Date (as defined in the Plan) occurred on December 31, 2020 [Docket No. 286]; WHEREAS, pursuant to Section VII(B) of the Plan, the Reorganized Debtor has the sole authority to, among other things, settle or compromise any disputed claim and administer and adjust the Claim Register without any further notice to or action, order, or approval by the Court; WHEREAS, pursuant to the Plan, General Unsecured Claims (as defined in the Plan) against the Debtor’s estate are classified as “Class 3 Claims”; WHEREAS, the Reorganized Debtor has informed Claimant that it objects to the total amount asserted in Claim 46; WHEREAS, through their counsel, the Parties have conferred and engaged in negotiations with respect to the allowance of Claim 46, and wish to enter into the Stipulation fixing and allowing Claim 46 on the term set forth herein. NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE MUTUAL COVENANTS HEREIN CONTAINED, AND FOR GOOD AND VALUABLE

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CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY ALL PARTIES, THE PARTIES HERETO AGREE TO THE FOLLOWING TERMS: 1. This Stipulation, and the obligations of the Parties hereunder, shall be in full force and effect upon execution hereof by all Parties. Each of the undersigned warrants and represents that it has full and requisite authority to enter into this Stipulation and bind its respective client to the terms hereof. 2. The foregoing recitals are hereby fully incorporated into and made an express part of this Stipulation. 3. Claimant represents and warrants that it (i) is the sole owner and holder of the Claim 46, and (ii) has not sold, assigned or otherwise transferred any portion of Claim 46 to any third party. 4. Upon the execution of this Stipulation by the Parties, Claim 46 shall be deemed fixed and Allowed (as defined in the Plan) in the reduced amount of $614,512.35 (the “Allowed Claim”). 5. The Allowed Claim shall be classified as a Class 3 Claim, and Claimant shall receive on account of the Allowed Claim its pro rata distribution from the GUC Cash Distribution Pool (as such term is defined in the Plan), in accordance with the terms of the Plan. 6. Other than the Allowed Claim, Claimant has and shall have no other claim in the above-captioned chapter 11 case, including any administrative expense claim. Claimant further agrees it shall not file any further proof of claim. 7. The Reorganized Debtor shall provide a copy of the Stipulation to DRC to update the Claims Register. 8. This Stipulation may not be modified other than by a signed writing executed by each of the Parties hereto or by an order of the Court.

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9. This Stipulation is the result of a compromise between the Parties and neither the facts nor the terms of this Stipulation shall be offered or received in evidence in any action or proceeding for any purpose, except in an action or proceeding arising out of or in connection with this Stipulation. 10. In the event of any ambiguity in this Stipulation, no inferences shall be drawn against any Party on the basis of authorship of this Stipulation. 11. This Stipulation shall remain binding on the Parties and all of their successors and assigns. 12. This Stipulation may be executed in one or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument. 13. This Stipulation may be executed and delivered by electronic signature. 14. The Court shall retain jurisdiction to hear and determine any matter arising from this Stipulation. [Signature Page Follows]

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Dated: April 30, 2021 GREENBERG TRAURIG, LLP By: /s/ Dennis A. Meloro_________ Dennis A. Meloro (DE Bar No. 4435) 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Tel. (302) 661-7000 Email: melorod@gtlaw.com Counsel for the Reorganized Debtor Dated: April 30, 2021 BARCLAY DAMON LLP By: /s/ Niclas A. Ferland________ Niclas A. Ferland 545 Long Wharf Drive, 9th Floor New Haven, Connecticut 06511 Tel. (203) 672-2667 Email: nferland@barclaydamon.com Counsel for Santa Anita Shoppingtown LLC

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