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Full title: Motion to Continue Hearing On Motion to Modify Automatic Stay or Motion to Dismiss Filed by Museum of American Jewish History, d/b/a National Museum of American Jewish History Represented by PETER C. HUGHES (Counsel) (related document(s)535). (Attachments: # 1 Proposed Order) (HUGHES, PETER) (Entered: 07/02/2021)

Document posted on Jul 1, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The above-captioned debtor (the “Debtor”) hereby moves to continue the hearing with respect to the Motion filed by UMB Bank, N.A., as Indenture Trustee, to Dismiss, or in the Alternative, For Relief from Stay, and in support thereof represents as follows: The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334.Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.In connection with the Motion to Dismiss, UMB has requested discovery regarding a wide range of topics relevant to confirmation of a Plan, including the ability to make the payments set forth in the Plan, proof that the terms of repayment of the Bonds under the Plan 2 are market-based, proof of any commitments to fund a Plan, documents demonstrating that the Plan is feasible, communication between the Debtor and bondholders regarding the Plan, and discovery regarding any expert witnesses who would testify at the hearing on the Motion to Dismiss. The Debtor has requested in the Motion for Approval of the Disclosure Statement that the Court hold a hearing on the Disclosure Statement August 11, 2021, just prior to the hearing on the Motion to Dismiss, and that a confirmation hearing be held with respect to the Plan on or after September 30, 2021.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA In re: : Chapter 11 : Museum of American Jewish History, d/b/a : Case No. 20-11285 (MDC) National Museum of American Jewish History : : Debtor. : MOTION TO CONTINUE HEARING ON UMB’S MOTION TO DISMISS OR FOR RELIEF FROM STAY The above-captioned debtor (the “Debtor”) hereby moves to continue the hearing with respect to the Motion filed by UMB Bank, N.A., as Indenture Trustee, to Dismiss, or in the Alternative, For Relief from Stay, and in support thereof represents as follows: 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The Museum is a Pennsylvania non-profit corporation that operates a history museum presenting educational and public programs that preserve, explore and celebrate the history of Jews in America. The Museum is located on Independence Mall at 101 South Independence Mall East, Philadelphia, PA. 4. On March 1, 2020 (the "Petition Date"), the Debtor filed a voluntary petition for relief with the Court under chapter 11 of title 11 of the Bankruptcy Code. The Debtor is operating its organization and managing its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in this chapter 11 case (the "Chapter 11 Case") and, as of the date of the filing of this Motion, no official committees have been appointed or designated.

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5. The factual background relating to the Debtor's commencement of this Chapter 11 Case is set forth in detail in the Declaration of Paul Waimberg In Support of First Day Motions (the "First Day Declaration") filed on March 1, 2010 [Docket No. 17] and incorporated herein by reference. THE MOTION TO DISMISS 6. On February 19, 2021, UMB Bank, N.A. as Indenture Trustee, filed its Motion for an Order (A) Pursuant to Section 1112(b) of the Bankruptcy Code Dismissing Chapter 11 Case, or, Alternatively, (B) Modifying the Automatic Stay to Allow UMB to Recover Possession of Collateral (Docket No. 535) (the “Motion to Dismiss”). 7. The Motion to Dismiss requests that the bankruptcy case be dismissed on grounds that the Debtor will not be able to confirm a Plan. 8. Dime Community Bank (“Dime Bank”) filed a joinder to the Motion to Dismiss on April 20, 2021 (Docket No. 574) (the “Joinder”). THE FIFTH AMENDED PLAN 9. Subsequent to the filing of the Motion to Dismiss and Joinder, the Debtor has filed its Fifth Amended Plan of Reorganization (Docket No. 628) (the “Plan”) and a Disclosure Statement with respect to the Plan (Docket No. 629) (the “Disclosure Statement”). 10. The Plan provides for treatment of all classes of claims and interests, including the Series A and Series B bonds. The Plan provides for an Effective Date of the Plan to occur without waiting for the outcome of the Debtor’s appeal of valuation issues. 11. In connection with the Motion to Dismiss, UMB has requested discovery regarding a wide range of topics relevant to confirmation of a Plan, including the ability to make the payments set forth in the Plan, proof that the terms of repayment of the Bonds under the Plan 2

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are market-based, proof of any commitments to fund a Plan, documents demonstrating that the Plan is feasible, communication between the Debtor and bondholders regarding the Plan, and discovery regarding any expert witnesses who would testify at the hearing on the Motion to Dismiss. 12. It appears that the evidence that UMB and Dime Bank intend to introduce with respect to the Motion to Dismiss would be the same evidence as that to be introduced at a confirmation hearing with respect to the Plan. 13. The Debtor has filed a Motion requesting approval of the Disclosure Statement (Docket No. 630)(The “Motion for Approval of the Disclosure Statement”). The Debtor has requested in the Motion for Approval of the Disclosure Statement that the Court hold a hearing on the Disclosure Statement August 11, 2021, just prior to the hearing on the Motion to Dismiss, and that a confirmation hearing be held with respect to the Plan on or after September 30, 2021. 14. Because of the extensive overlap in issues between the Motion to Dismiss and Plan confirmation, it would be extremely inefficient to hold separate hearings regarding the Motion to Dismiss and confirmation of the Plan. Further, holding separate hearings would require the Court to predict the outcome of confirmation, then hold an actual confirmation hearing shortly thereafter. 15. In addition, with a valuation of the Debtor’s real property at $66 million, there is a substantial equity cushion in favor of UMB and Dime Bank, because at that valuation the value of the real estate would be more than twice the amount of the secured debt, including both the Series A Bonds and Series B Bonds. 3

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16. The resources of the Court and the parties would best be spent by holding a single hearing, at which confirmation of the Plan and the Motion to Dismiss can be considered at the same time. 17. Accordingly, the Debtor requests that the hearing on the Motion to Dismiss be continued until the date and time of the confirmation hearing. Dated: July 2, 2021 Respectfully submitted, /s/ Peter C. Hughes DILWORTH PAXSON LLP Lawrence G. McMichael Peter C. Hughes Yonit A. Caplow Market St., Suite 3500E Philadelphia, PA 19102 Telephone: (215) 575-7000 Facsimile: (215) 575-7200 Counsel for the Debtor and Debtor in Possession 4

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