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Full title: Response opposed to (related document(s): 822 Motion for relief from stay Pursuant to Bankruptcy Rule 4001-1(d) Fee amount $188, filed by Creditor Origin Bank) filed by Creditor TLG Family Management, LLC. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E # 6 Exhibit F # 7 Exhibit G # 8 Exhibit H) (Clark, Katharine)

Document posted on Jul 28, 2021 in the bankruptcy, 16 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Meanwhile, without first seeking to lift the automatic stay, Origin has been trying for more than a year to actively recoup rights and property Origin alleges belong to this estate in an attempt to control estate property and/or collect on the debt LaSalle owes to Origin (and also gain a litigation advantage in ongoing state-court actions over JMFM and Mitchell W. Warren).Origin attempted a non-judicial foreclosure sale of the Debtor’s alleged rights and property without seeking leave from the automatic stay and without giving notice to this Court or the service list in this case and (2) Origin asked two different Texas state courts to grant Origin permission to judicially foreclose on the Debtor’s alleged rights and property.Pursuant to the proposed order, the rights and remedies Origin seeks to enforce include “(a) the right to sell or dispose of the [Subject Ownership Interest], (b) the right to seek appropriate judicial remedies in order to effectuate Origin’s rights in the [Subject Ownership Interest], and (c) the right to seek to avoid and recover the [Subject Ownership Interest] under JMFM’s RESPONSE TO MOTION FOR ORDERPresently, the 2018 Texas Action will determine the propriety of Origin’s attempted disposition under applicable Texas law, as well as the extent, validity, and priority of Origin’s lien, if any, in the Subject Ownership Interest currently in the hands of Mitchell W. Warren. While this Court may determine the stay should lift in order to have the Texas state court determine whether and to what extent Origin may have a lien against Mitchell W. Warren’s ownership interests, this Court should not make any determination in entering a lift stay order as to the nature and extent of Origin’s lien right.

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Katharine Battaia Clark Thompson Coburn LLP 2100 Ross Avenue, Suite 600 Dallas, Texas 75201 Tel Phone: (972) 629-7100 Fax: (972) 629-7171 KClark@ThompsonCoburn.com Counsel for J&M Family Management, LLC UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § THE LASALLE GROUP, INC. § Chapter 7 § Debtor. Case No. 19-31484-SGJ-7 § J&M FAMILY MANAGEMENT, LLC’S RESPONSE TO MOTION PURSUANT TO BANKRUPTCY RULE 4001(d) FOR ORDER GRANTING ORIGIN BANK RELIEF FROM AUTOMATIC STAY J&M Family Management, LLC f/k/a TLG Family Management Company LLC (“JMFM”) files this response to Motion Pursuant to Bankruptcy Rule 4001(d) for Order Granting Origin Bank Relief from Automatic Stay [Dkt No. 822] (the “Lift Stay Motion”). In support of this Response, JMFM respectfully shows as follows: ARGUMENT SUMMARY 1. Origin Bancorp N.A.’s (“Origin Bank”) actions throughout the pendency of this case defy logic and common sense and often fail to comport with the law. Origin was unwilling to partner with the Debtor or the Chapter 7 trustee in order to confirm a plan or otherwise allow for the orderly disposition of property of the estate of The LaSalle Group, Inc. (“LaSalle” or “Debtor”), causing this case to languish for more than two years. By its latest motion, Origin seeks to drain the estate of its one unencumbered asset without consideration. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 1

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2. Before various other courts, Origin has taken post-Petition Date actions expressly in violation of the automatic stay, causing compensable damage as a result, in an effort to (i) obtain possession or control of property that Origin itself argues is property of this estate and (ii) impact LaSalle’s debt to Origin outside the purview of this Court. Thus, Origin does not disclose that the relief it seeks by its Lift Stay Motion is nunc pro tunc in nature and, even if it had so disclosed, Origin should not be awarded nunc pro tunc relief. 3. Any relief granted to Origin by its Lift Stay Motion should be strictly limited to allowing Origin to exercise its state-law rights, whatever those may be, as to its collateral, whatever that may be determined to be, and should expressly reserve the rights of parties in interest to bring an action against Origin pursuant to 11 U.S.C. §§ 362(k), 105 or other applicable law for Origin’s stay violations. Moreover, the Court should not permit a transfer of the estate’s unencumbered property rights without additional notice and hearing and without providing the opportunity for the estate to receive consideration for the same. RELEVANT BACKGROUND A. The LaSalle Group, Inc.’s Bankruptcy Case Procedural Background 1. On May 2, 2019 (the “Petition Date”), The LaSalle Group, Inc. (“LaSalle” or the “Debtor”) filed with this Court a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. 2. On May 30, 2019, the Debtor filed its schedules and statements. As disclosed in the Statement of Financial Affairs, the Debtor conveyed its minority ownership interest in affiliate JMFM to Mitchell W. Warren (the “Subject Ownership Interest”) prior to the Petition Date. See Dkt No. 109 at p. 191 of 386. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 2

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3. Origin Bancorp, Inc. d/b/a Origin Bank (“Origin”) asserted a blanket lien on the assets of the Debtor. On September 11, 2019, this Court entered the Final Order Authorizing Debtors’ Use Of Cash Collateral And Providing Partial Adequate Protection (the “Cash Collateral Order”). Dkt No. 390. In the Order, the Court affirmed Origin’s lien rights, whatever they were, prior to LaSalle’s bankruptcy filing, but did not grant Origin a lien on Chapter 5 causes of action, which remain unencumbered. Id. 4. On June 30, 2020, the Debtor filed with this Court a motion to convert the Debtor’s Chapter 11 case to Chapter 7 of the Bankruptcy Code. Dkt No. 694. 5. On September 16, 2020 (the “Conversion Date”), this Court granted the Debtor’s motion and converted the Debtor’s bankruptcy case to Chapter 7. Dkt No. 780. 6. On conversion, Diane G. Reed was appointed as the Chapter 7 trustee (the “Trustee”) of the Debtor’s bankruptcy estate and remains in that role. 7. On June 18, 2021, the Trustee filed Notice of Intent to Abandon Certain Property of the Estate (the “Abandonment Notice”). Dkt No. 815. 8. On July 2, 2021, Dallas Capital Bank filed its Statement to the Abandonment Notice [Dkt No. 816], highlighting certain points of dispute with respect to the Subject Ownership Interest. 9. On the same date, the Trustee filed a Withdrawal of Notice of Intent to Abandon Certain Property of the Estate. Dkt No. 817. 10. On July 15, 2021, Origin Bank filed their Motion Pursuant to Bankruptcy Rule 4001(d) for Order Granting Relief from Automatic Stay. Dkt No. 822. Paragraph 23 of the Lift Stay Motion asserts, “good cause exists for terminating the automatic stay pursuant to sections 362(d)(1) and 362(d)(2), thereby permitting Origin to exercise all of its state law remedies with JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 3

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respect to the Collateral, including, without limitation, seeking to foreclose its security interests in the Collateral by judicial or non-judicial means, and to avoid the TLG Transfer and recover the TLG Interest (subject to Origin’s lien) as a creditor of the Debtor. The Lift Stay Motion defines “Collateral” in paragraph 18 as its “Prepetition Collateral” [itself a defined term] plus the “TLG Interest,” which is defined in paragraph 17 as the “5% membership interest in TLG Family Management LLC (n/k/a J&M Family Management, LLC).” Relevant Facts 11. Prior to the Conversion Date, Origin did not provide a debtor-in-possession loan to the Debtor; rather, Origin relied on others—principally JMFM—to carry the water, so to speak, as to any and all expenses that arose during the case that the Debtor would have ordinarily been obligated to pay. For example, JMFM provided extensive assistance to the Debtor’s estate at the Debtor’s request as further described in JMFM’s Motion For Allowance And Payment of Administrative Expenses Pursuant To 11 U.S.C. § 503(B)(1). See Dkt Nos. 304 (JMFM Motion) and 305 (Declaration of Erica Bramer). 12. JMFM is a family owned and operated company that provides vital management services to memory care facilities both in and outside of Texas, pursuant to various contracts. JMFM has been an operating business since 2008. LaSalle was the employer of record for all employees across its memory care facility footprint prior to and even after its bankruptcy filing, and JMFM assumed that role as of January 1, 2020. JMFM presently employs approximately 300 individuals. 13. While the Debtor entered bankruptcy with the expectation that it would file a liquidating plan to wind up its affairs across its 40+ memory care facility footprint in an orderly JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 4

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fashion [see Karen Nicolaou Declaration, Dkt No. 13, at ¶ 43], the Debtor was not able to achieve a plan. 14. Among other things, Origin rejected the Debtor’s desire to sell or transfer assets of low or no open market value, such as the Debtor’s minority interests in non-debtor memory care facilities, despite Origin never articulating what value it sought to protect for itself in blocking the Debtor’s exercise of its business judgment as to such de minimus assets. Cf. Order Granting in Part Motion to Approve Procedures for De Minimis Asset Transactions (“De Minimis Assets are defined in this Order to exclude any equity interests owned by [Debtors]. Entry of this order expressly reserves the right of the Debtors to seek a further hearing on the applicability of these procedures to such equity interests.”). Dkt No. 501, at ¶ 2. 15. LaSalle’s bankruptcy proceeded in fits and bursts, with Origin pushing back against multiple exist strategies and proposals. Those assets that were liquidated pre-Conversion Date were largely disposed of through foreclosure by the non-debtor facilities’ lenders and without any possibility of recovery to the large body of creditors of LaSalle.1 16. Conversely, three of the related-debtor entities (Cinco Ranch, Pearland, and West Houston) confirmed plans of reorganization in partnership with the involved lender, as did another facility that sought bankruptcy protection in the Western District of Texas. Case Nos. 19-31486, 19-31488, 19-31485 (affiliated cases to this Debtor), and 19-52375 (Bankr. W.D. Tex.). Origin was not the lender to any of those debtor facilities at the time of plan confirmation. 1 As of the filing of this Response, much of LaSalle’s remaining interests remain idle, subjecting the Ch. 7 trustee to multiple demands for information, lawsuit notices, and discovery subpoenas, including from Origin itself. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 5

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17. Even after the Conversion Date, Origin blocked the Trustee’s ability to dispose of assets for months, whether by abandonment, sale, or otherwise. For instance, Origin asked the Trustee to prepare an abandonment notice months ago, but apparently did not authorize the Trustee to file the Abandonment Notice until nearly nine months after the Conversion Date (and only after Origin suffered a state-court loss vis-à-vis Mitchell W. Warren as guarantor of the Debtor’s debt to Origin). 18. JMFM has approached the Trustee on multiple occasions (by telephone and through formal e-mail offers) regarding a purchase of estate assets and/or settlement of any potential chapter 5 causes of action. The Trustee has been reluctant to open any such discussions apparently due in part to the perceived overhang of Origin on this case, despite there being no lien on chapter 5 causes of action and despite Origin’s lien rights as to the Subject Ownership Interest (and others) being in dispute. In other words, the Trustee has declined to accept offers of cash settlement of at least some of the potential causes of action and rights for the benefit of this estate. 19. Meanwhile, without first seeking to lift the automatic stay, Origin has been trying for more than a year to actively recoup rights and property Origin alleges belong to this estate in an attempt to control estate property and/or collect on the debt LaSalle owes to Origin (and also gain a litigation advantage in ongoing state-court actions over JMFM and Mitchell W. Warren). 20. Namely, as more fully set out below, (1) Origin attempted a non-judicial foreclosure sale of the Debtor’s alleged rights and property without seeking leave from the automatic stay and without giving notice to this Court or the service list in this case and (2) Origin asked two different Texas state courts to grant Origin permission to judicially foreclose on the Debtor’s alleged rights and property. Origin also has alleged a fraudulent transfer action against JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 6

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Mitchell W. Warren as to the Subject Ownership Interest at a time when (a) Origin has no lien as to the same and (b) only the Trustee has standing to bring such an action. 21. Origin’s recent actions are even more curious when considered in context of its actions in 2019. In July 2019, Origin complained about the Debtor’s pre-bankruptcy transfer of the Subject Ownership Interest (even conducting a 2004 examination in July 2019 of Mitchell W. Warren to probe the issue), but Origin would not allow the Debtor to accept the interest back when it was tendered to the Debtor in the summer and again in the fall of 2019. See Ex. A. [Brian Krob Communication]. 22. In addition to the failure to disclose the nunc pro tunc nature of its relief, Origin’s Life Stay Motion fails to disclose that it doubles as a 363 motion in that Origin seeks to take on estate rights (without providing consideration) where Origin impliedly believes such rights have value. In particular, Origin’s lien rights are in question as to the Subject Ownership Interest and are nonexistent as to any chapter 5 causes of action and thus could be monetized for the benefit of the estate without regard to Origin’s lien claims. By only asking that the stay “lift” to allow Origin to pursue the Debtor’s causes of action ignores the fact that Origin is seeking to take possession of estate property rights without proper notice and without providing consideration for the same. B. The Texas State Court Actions The 2018 Texas Action 23. Prior to the Petition Date, on September 21, 2018, Origin filed the action Origin Bancorp, Inc. v. The LaSalle Group, Inc., et al., Case No. DC-18-14477, in the District Court of Dallas County, Texas (101st Judicial District) (the “2018 Texas Action”). 24. The 2018 Texas Action was filed to collect on the Debtor’s defaulted loan obligations to Origin, including as against Mitchell W. Warren, individually, as a guarantor of the JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 7

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Debtor’s debt to Origin. In February 2019, Origin expressly sought the permission of the Texas court to allow it to foreclose on certain alleged collateral, including the Subject Ownership Interest. See Ex. B – [Origin’s Pet. for Foreclosure]. 25. After the Petition Date, Origin severed the Debtor out of the 2018 Texas Action as a party and proceeded against the guarantors. 26. On February 3, 2020, in resolution of the 2018 Texas Action, Origin accepted a money judgment against Mitchell W. Warren and Melvin W. Warren, Jr. (a co-defendant and co-guarantor). See Ex. C [(the “Agreed Judgment”)]. 27. At the start of the pandemic in the United States, Origin attempted to gain control over JMFM’s assets and management of its business in contravention of Texas law by applying within the 2018 Texas Action for charging orders and other related relief (including the appointment of a receiver) as to JMFM (which is not a party to the Agreed Judgment, the underlying 2018 lawsuit or otherwise connected with or to Origin). Origin eventually withdrew its unfounded request, but recently revived the request in yet another state court action, with Origin filing a Plea in Intervention in an existing action having nothing to do with Origin (Cause No. 348-292835-17 in the District Court of Tarrant County, Texas (348th Judicial District)) (the “Tarrant County Interpleader”). JMFM did not receive notice of the interpleader, as JMFM is not a party to the underlying suit, yet Origin seeks extensive relief against JMFM (among other entities). The 2020 Texas Action 28. On April 23, 2020, Origin filed a new state-court action, Origin Bancorp, Inc. v. J&M Family Management, LLC, et al., Case No. DC-20-06036, in the District Court of Dallas County, Texas (160th Judicial District) (the “2020 Texas Action”). JMFM has specially excepted JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 8

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to Origin’s petition in the 2020 Texas Action (on which a ruling is pending), and discovery is ongoing in that matter. 29. As part of its live complaint in the 2020 Texas Action, Origin continues to seek, among other things:  Foreclosure on and repossession of LaSalle’s alleged interest in the Subject Ownership Interest;  Any and all voting and management rights LaSalle enjoyed as a managing member through its ownership of the Subject Ownership Interest as follows: and  Damages and other relief as a result of the alleged fraudulent transfer of the Subject Ownership Interest from LaSalle to Mitchell W. Warren, including management rights as follows: The Notification of Disposition of LaSalle’s Property; Injunction 30. On April 28, 2021, Origin sent a so-called “Notification of Disposition of Collateral for the Debtor, The LaSalle Group, Inc.” See Ex. D [(the “Disposition Letter”)]. Despite an apparent assertion that it was taking action against property of the Debtor, Origin did not seek stay relief from this Court before doing so, did not file a copy of the Disposition Letter in this bankruptcy, and otherwise did not provide notice to the service list in this case of Origin’s intent to sell the Subject Ownership Interest. The Disposition Letter indicates the “[l]ender [Origin] will be selling, at a public sale, the Debtor’s [LaSalle’s] 5.0% membership interest in J&M Family Management, LLC f/k/a TLG Family Management, LLC.” Id. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 9

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31. JMFM and Mitchell W. Warren received the Disposition Letter, noted material defects pursuant to applicable state law in addition to the bankruptcy issues, and raised those defects with Origin. They also asked Origin to voluntarily postpone the sale. Origin declined to do so, forcing JMFM and Mitchell W. Warren to seek emergency relief in the 2018 Texas Action in the form of a declaratory judgment action and application for temporary restraining order and temporary injunction. See Ex. E – [JMFM’s Verified Application for TRO]. 32. After notice and hearing, a TRO was issued in the 2018 Texas Action that prevented the sale of the Subject Ownership Interest from moving forward. See Ex. F – [Temporary Restraining Order] (setting a bond at $100,000, which was posted). Through discovery in preparation for the temporary injunction hearing, Origin disclosed the following with respect to the Subject Ownership Interest (among other things):  Origin asserts the Subject Ownership Interest belongs to LaSalle, and, therefore, Origin has no obligation to look to creditors of any other party aside from LaSalle;  Origin directly noticed only a select few of LaSalle’s creditors and the Trustee of the auction;  Origin’s publication notice consisted of running an ad in the Dallas Morning News print for one day and online for seven days, with such ad including no other information than the name of the company and the date/time of the sale. See Ex. G [Advertisement];  Origin received no inquiries from potential bidders in advance of the sale;  Origin’s designated trustee for the sale knew virtually nothing about the entity (JMFM);  Origin did not provide notice to LaSalle’s creditor matrix or this Court of the sale; and  Origin had not yet set its credit bid amount in advance of conducting the sale (despite the TRO being entered less than 24 hours before the sale was to proceed). 33. In other words, Origin did virtually nothing to market the Subject Ownership Interest, virtually guaranteeing it would take the interest by credit bid in some unknown amount. Origin’s lack of process and marketing impact LaSalle, as the disposition of the Subject Ownership Interest would necessarily impact the amount remaining due to Origin on its claim. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 10

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34. On June 18, 2021, the Texas court held an evidentiary hearing as to the pending request for a preliminary injunction. As part of its presentation at the hearing, Origin asserted to the Texas state court that Origin had all it needed in terms of permissions from this [bankruptcy] Court in order to move forward with the sale of LaSalle’s interests because Origin had talked with the Trustee’s counsel in advance of sending the Disposition Letter. Counsel for the Trustee in this case testified in rebuttal to Origin’s presentation, clarifying the Trustee’s position that more procedure and notice was needed in the LaSalle bankruptcy before Origin could proceed with its attempts to foreclose on the Subject Ownership Interest. 35. The Texas court granted a Temporary Injunction (setting an additional bond of $275,000.00, which was posted). See Ex. H [TI Order]. 36. Thus, JMFM and Mitchell W. Warren were forced to obtain first a Temporary Restraining Order and then a Temporary Injunction in order to (a) protect the rights of the Debtor due to Origin’s breach of the automatic stay and potential harm from Origin’s non-existent sales or marketing process for the Subject Ownership Interest and (b) protect their respective rights as to the Subject Ownership Interest—Mitchell W. Warren’s personal property right and JMFM’s closely held and family owned business status. 37. The Trustee filed the Abandonment Notice the same day the Texas court entered the temporary injunction and withdrew the Notice after Dallas Capital Bank filed its Statement revealing the ongoing contest of Origin’s rights. C. The Lift Stay Motion 38. On July 15, 2021, Origin Bank filed their Motion Pursuant to Bankruptcy Rule 4001(d) for Order Granting Relief from Automatic Stay. Dkt No. 822. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 11

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39. In the Lift Stay Motion, Origin contends it has a perfected security interest in the prepetition collateral. Id. at ¶ 15. 40. Origin contends its perfected security interest in the prepetition collateral extends to general intangibles, which includes the Subject Ownership Interest. Id. at ¶ 17. 41. Origin contends that the Trustee has determined there is no equity in the collateral (including the Subject Ownership Interest) and that the collateral (including the Subject Ownership Interest) is burdensome to the Debtor’s estate. Id. at ¶ 19. 42. As such, Origin contends that good cause exists for lifting the automatic stay under Sections 362(d)(1) and 362(d)(2) of the Bankruptcy Code because the Trustee cannot liquidate the Subject Ownership Interest and the Subject Ownership Interest is of inconsequential value and burdensome to the estate. Id. at ¶¶ 21, 23. Origin’s actions and statements in the 2018 and 2020 Texas matters, however, demonstrate that Origin itself assigns value to the Subject Ownership Interest, having, inter alia, demanded a relatively high bond be set in the injunction proceeding. 43. The proposed order attached to the Lift Stay Motion purports to require this Court (1) to find, among other things, that Origin has a perfected security interest in the Subject Ownership Interest; and (2) order that the automatic stay provisions of Sections 362(d)(1) and 362(d)(2) of the Bankruptcy Code are “terminated to the full extent possible . . . to permit Origin to pursue any and all available rights and remedies it may have . . . with respect to the [Subject Ownership Interest].” 44. Pursuant to the proposed order, the rights and remedies Origin seeks to enforce include “(a) the right to sell or dispose of the [Subject Ownership Interest], (b) the right to seek appropriate judicial remedies in order to effectuate Origin’s rights in the [Subject Ownership Interest], and (c) the right to seek to avoid and recover the [Subject Ownership Interest] under JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 12

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applicable law as a creditor of the Debtor, and to subsequently seek to enforce its security in the recovered [Subject Ownership Interest].” 45. But these actions have been and are ongoing, and Origin has not previously sought stay relief as to the same. Presently, the 2018 Texas Action will determine the propriety of Origin’s attempted disposition under applicable Texas law, as well as the extent, validity, and priority of Origin’s lien, if any, in the Subject Ownership Interest currently in the hands of Mitchell W. Warren. See Ex. E – [JMFM’s Verified Application for TRO]. ARGUMENT A. This Court Should Significantly Limit Any Relief from Stay. 46. The value of the Subject Ownership Interest is contested, as is the attachment of Origin’s lien right to any remaining asset of LaSalle. JMFM asserts that the Subject Ownership Interest is unencumbered by Origin’s lien and/or Origin’s lien could be stripped (as, in fact, Origin’s lien right is being contested as having been waived in the 2018 Texas Action). And, to the extent LaSalle maintains an interest in the Subject Ownership Interest by virtue of its fraudulent transfer rights (which JMFM denies but Origin asserts), the Trustee can settle the estate’s cause of action for money and Origin would still remain adequately protected to pursue any remaining lien rights, as the court in the 2018 Texas Action has set a relatively high bond regarding the Subject Ownership Interest. 47. While this Court may determine the stay should lift in order to have the Texas state court determine whether and to what extent Origin may have a lien against Mitchell W. Warren’s ownership interests, this Court should not make any determination in entering a lift stay order as to the nature and extent of Origin’s lien right. The Subject Ownership Interests were transferred to Mitchell W. Warren pre-bankruptcy. Origin provides no evidence to demonstrate how or to what JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 13

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extent any alleged lien right of Origin in the Subject Ownership Interest attached to the Subject Ownership Interest in the first instance, followed the interest as it was sold to Mitchell W. Warren, and remained at all or in priority to other creditors of Mitchell W. Warren. And, indeed, the matter is contested in the 2018 Texas Action. 48. Moreover, to the extent the Trustee has determined to assign the estate’s interests, whatever they may be, in the Subject Ownership Interest, to Origin, such assignment should be after notice and hearing pursuant to Section 363 and Origin should provide consideration for the same. See In re Moore, 608 F.3d 253, 259 (5th Cir. 2010) (“Thus, under our precedent, the Texas fraudulent-conveyance actions are property of the estate that the trustee may sell.”). 49. Any relief granted to Origin as to the Lift Stay Motion should also exclude any determination regarding the estate’s fraudulent transfer action. Origin has no lien (contested or otherwise) on such actions, clearly assigns value to the action (as it has been pursuing the same in contravention of the automatic stay for more than a year), and the Trustee has been offered cash by JMFM to settle the estate’s cause of action in an effort to bring finality to the issue. B. Nunc Pro Tunc Relief Should Not Be Awarded 50. Prior to filing the Lift Stay Motion, Origin took action against property and rights of this Debtor’s estate in an attempt to collect on the debt LaSalle owes to Origin. Namely, (1) Origin attempted a non-judicial foreclosure sale of the Debtor’s alleged interests without seeking leave from the automatic stay and without giving notice to this Court or the Debtor’s creditors and (2) asked a Texas state court to grant Origin permission to judicially foreclose on the Debtor’s alleged interests. Origin also alleged a fraudulent transfer action against Mitchell W. Warren as to the Subject Ownership Interest at a time when (a) Origin had no lien as to the same and (b) only the Trustee had exclusive standing to bring such an action. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 14

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51. Thus, Origin failed to seek to lift the stay prior to seeking relief in the Texas Actions, prior to sending the Disposition Letter, and prior to scheduling the sale and is presently in violation of the automatic stay. See, e.g., In re Performance Interconnect Corp., Bankr. No. 06-34482-BJH-7, 2007 WL 2088281, at *2 (Bankr. N.D. Tex. July 19, 2007) (“As the Defendants correctly state, the state law fraudulent transfer claims asserted in the Fraudulent Transfer Suit are property of the bankruptcy estate.”; “In fact, as the Defendants correctly state, unless leave of Court was obtained, only the Trustee could prosecute the Fraudulent Transfer Suit.”); In re Chesnut, 400 B.R. 74, 79 (Bankr. N.D. Tex. 2009) (“because Debtor had an arguable interest in the [arguable] property, [creditor] violated the automatic stay by not causing there to be a resolution in the bankruptcy court of whether the arguable interest was a real interest before foreclosing the lien on the property.”). 52. Accordingly, any order providing Origin relief from stay should not be entered nunc pro tunc and should expressly reserve the rights of parties in interest to seek relief, including damages, under applicable law for Origin’s stay violations. CONCLUSION For the foregoing reasons, JMFM respectfully requests this Court deny Origin Bank’s Motion Pursuant to Bankruptcy Rule 4001(d) for Order Granting Relief from Automatic Stay and grant such other and further relief that is just and proper under the circumstances. JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 15

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Dated: July 29, 2021 Respectfully submitted, By: /s/Katharine Battaia Clark Katharine Battaia Clark Texas State Bar No. 24046712 THOMPSON COBURN LLP 2100 Ross Avenue, Suite 600 Dallas, Texas 75201 Tel Phone: (972) 629-7100 Fax: (972) 629-7171 KClark@ThompsonCoburn.com COUNSEL FOR J&M FAMILY MANAGEMENT, LLC CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the above and foregoing instrument has been served via this Court’s electronic case filing system on the 29th day of July, 2021. Katharine Battaia Clark JMFM’s RESPONSE TO MOTION FOR ORDER GRANTING ORIGIN BANK’S RELIEF FROM AUTOMATIC STAY PAGE 16

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