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Full title: Objection to (related document(s): 406 Motion to sell property free and clear of liens under Section 363(f) / Debtors' Expedited Motion for Entry of an Order Authorizing Sale Procedures for Sale of Personal Property Assets Free and Clear of All Liens, Claims, and Encumbrances an filed by Debtor Studio Movie Grill Holdings, LLC)Limited Objection to Expedited Motion Authorizing Certain Procedures for Sale of Personal Property filed by MCP, LP, SEC CTR. (Stull, J.)

Document posted on Jan 13, 2021 in the bankruptcy, 6 pages and 0 tables.

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AUTHORIZING CERTAIN PROCEDURES FOR SALE OF PERSONAL PROPERTY COMES NOW SEC CTR & MCP, LP (the “Landlord”), a landlord1 and party in interest, and files this Limited Objection to Expedited Motion Authorizing Certain Procedures for Sale of Personal Property (the “Limited Objection”) in response to the motion seeking authorization to sell personal property pursuant to certain procedures [Dkt.The Debtors appear to be trying to reject leases and abandon personal property related thereto to cut-off payment and other Debtor obligations under such leases, while preserving the right to sell the same personal property by virtue of the Sale Motion.In practice, this purported abandonment of personal property appears to be illusory, and landlords would be given little clarity with regards to their rights and obligations vis-à-vis the abandoned personal property, likely forcing them into becoming de facto storage facilities for the Debtors and its secured lenders.2 This timing would presumably conflict with the rejection order which will likely require (among other things) that the Debtors (a) vacate the Premises, (b) abandon personal property (subject to certain carve-outs), and (c) turn-over the Premises in broom clean condition, all by the effective date of January 31, 2021.Fifth, a review of the pleadings in this case suggests that, for whatever reasons, issues persist with regard to the prompt (a) abandonment of property, and/or (b) return of items such as keys, key cards, access codes and other related items at surrendered premises.5 Landlords should not additionally be left in limbo by virtue of the entry of an order on the Sale Motion which creates uncertainty as to the landlords’ control over their surrendered premises and the property left behind by the Debtors.

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Michael S. Held State Bar No. 09388150 J. Machir Stull State Bar No. 24070697 JACKSON WALKER LLP 2323 Ross Avenue, Suite 600 Dallas, TX 75201 Telephone: (214) 953-6000 Facsimile: (214) 953-5822 Email: mheld@jw.com Email: mstull@jw.com ATTORNEYS FOR SEC CTR & MCP, LP THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § § Studio Movie Grill Holdings, LLC, § Case No. 20-32633-SGJ-11 et al., § § Debtors-in-Possession. § (Jointly Administered) SEC CTR & MCP, LP’S LIMITED OBJECTION TO EXPEDITED MOTION AUTHORIZING CERTAIN PROCEDURES FOR SALE OF PERSONAL PROPERTY COMES NOW SEC CTR & MCP, LP (the “Landlord”), a landlord1 and party in interest, and files this Limited Objection to Expedited Motion Authorizing Certain Procedures for Sale of Personal Property (the “Limited Objection”) in response to the motion seeking authorization to sell personal property pursuant to certain procedures [Dkt. No. 406] (the “Sale Motion”), filed by the above-captioned debtors (together, the “Debtors”). In support of this Limited Objection, the Landlord would show the Court as follows: 1 The Landlord leases certain real property to the Debtors, located at 5413 Sierra Springs Lane, Fort Worth, Texas 76123 (the “Premises”).

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LIMITED OBJECTION 1. Read together with the various rejection orders (and proposed rejection orders) in this case, the Sale Motion seems to potentially create a situation in which the Debtors are trying to have their cake and eat it too—at the expense of landlords. The Debtors appear to be trying to reject leases and abandon personal property related thereto to cut-off payment and other Debtor obligations under such leases, while preserving the right to sell the same personal property by virtue of the Sale Motion. Similarly, the Debtors are purporting to abandon personal property, yet they are conditioning any abandonment on the consent of the secured lenders, presumably to preserve the lenders’ rights to try to sell property deemed valuable. In practice, this purported abandonment of personal property appears to be illusory, and landlords would be given little clarity with regards to their rights and obligations vis-à-vis the abandoned personal property, likely forcing them into becoming de facto storage facilities for the Debtors and its secured lenders.2 The Bankruptcy Code provides a debtor with the powerful right to reject leases and abandon property, even nunc pro tunc in some instances. But those rights are not without limits. Here, the Debtors are requesting authority which is beyond the scope contemplated by the Bankruptcy Code and this Court’s prior rulings with regard to rejection, as discussed below. 2. First, the Debtors cannot sell property for which they do not have an interest. To be sure, section 363 states that a debtor may sell “property of the estate,” but the impact of section 554 is that abandoned property ceases being property of the estate. See 11 U.S.C. § 554. To the 2 Similar concerns were raised by landlord CH Realty VII/R Houston Easton Commons, L.P. in its motion to reconsider [Dkt. No. 376] and in the motion to compel filed by Bwana Theater Partners, LLC [Dkt. No. 403]. 2

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extent the Debtors have already rejected a lease and abandoned property with regard to the same, they should not be able to thereafter try to sell the same property.3 3. Second, with regard to the Landlord specifically, as of the filing of this Limited Objection, the Landlord is attempting to negotiate a rejection order relative to the lease of the Premises. On information and belief, that rejection order will likely be effective as of January 31, 2021 and (a) require the Debtors to vacate the premises by the January 31st effective date, and (b) provide that personal property remaining behind after the January 31st effective date be abandoned (subject to certain carve-outs). However, the Sale Motion contemplates timing that could extend beyond the likely effective date of January 31. For example, the Sale Motion states that the Debtors will provide 10-days’ notice of the proposed sale of certain property. Assuming arguendo that the Debtors utilized these provisions on January 25, 2021 to sell certain property at the Premises, then the hypothetical sale could not be completed until February 4, 2021. This timing would presumably conflict with the rejection order which will likely require (among other things) that the Debtors (a) vacate the Premises, (b) abandon personal property (subject to certain carve-outs), and (c) turn-over the Premises in broom clean condition, all by the effective date of January 31, 2021. With that in mind, the Landlord objects to the Sale Motion to the extent any order related thereto contradicts or negates any terms or provisions of any rejection orders.4 4. Third, the description of personal property to be sold lacks sufficient clarity. As outlined in its prior objection, some of the personal property within the Landlord’s Premises may be (a) the property of the Landlord, or (b) subject to statutory landlord liens. Moreover, the Debtors 3 The Court stated at the last hearing: “Now, I will say that if the Debtor does not promptly remove the property and leave it broom-clean, as the lease terms dictate, it will be at its peril. It would be […] without prejudice to an administrative expense claim being asserted for […] holder or whatever.” Tr., Hrg. on Dec. 22, 2020. 4 The Landlord repeats and reiterates the concerns raised in its prior objection [Dkt. No. 290], which seeks clarity that all property left after the Premises is vacated is deemed abandoned. 3

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have control of, and continue to operate in the Premises; therefore, they are in the best position to provide an inventory of all of the personal property located at the Premises and highlight the property on that inventory it intends to sell. The Landlord reserves all rights and does not consent to the sale of any property in which it may have an interest. 5. Fourth, the Sale Motion does not state where the proposed sales will take place. The Landlord objects to any sales occurring at its Premises, particularly after a rejection effective date. 6. Fifth, a review of the pleadings in this case suggests that, for whatever reasons, issues persist with regard to the prompt (a) abandonment of property, and/or (b) return of items such as keys, key cards, access codes and other related items at surrendered premises.5 Landlords should not additionally be left in limbo by virtue of the entry of an order on the Sale Motion which creates uncertainty as to the landlords’ control over their surrendered premises and the property left behind by the Debtors. The Court should condition any sale order on clear and concise obligations of the Debtors to act by a date certain with regard to matters outlined herein. Rejection orders should not be undermined by the language in any order on the Sale Motion. 7. The Sale Motion must have more concrete guidelines and deadlines by which any sale must occur, presumably the date upon which the premises are to be vacated. The Debtors (and the secured lenders) cannot continue to leave landlords looking over their shoulders —where their leases are rejected, yet they must continue to devote attention and resources to wrapping-up matters with the Debtors. The Debtors’ lease rejection motion has been on file since the October 23, 2020 (i.e., the petition date). Both the Debtors and the secured lenders have had ample time to strategize, act or otherwise protect their interests with regard to the personal property. The 5 See, e.g., Dkt. Nos. 376, 403, 408 and 433. 4

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landlords should not suffer for the Debtors’ lack of urgency to file the Sale Motion at an earlier date. JOINDER 8. To the extent not inconsistent with the foregoing, the Landlord also joins in the objections filed by other landlords and adopts the arguments and authorities advanced in such objections, including (but not limited to) the objection filed by Bwana Theater Partners, LLC [Dkt. No. 474]. RESERVATION 9. The Landlord reserves all rights to update, supplement or otherwise amend this Limited Objection at any time. CONCLUSION WHEREFORE, the Landlord requests the Court (a) condition any order on the Sale Motion to the relief requested herein, and (b) grant such other and further relief as is just and proper. 5

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DATED: January 14, 2021 Respectfully submitted, JACKSON WALKER L.L.P. By: /s/ J. Machir Stull Michael S. Held State Bar No. 09388150 J. Machir Stull State Bar No. 24070697 2323 Ross Avenue, Suite 600 Dallas, Texas 75201 (214) 953-6000 (214) 953-5822 (Fax) mheld@jw.com mstull@jw.com ATTORNEYS FOR SEC CTR & MCP, LP CERTIFICATE OF SERVICE The undersigned hereby certifies that, on this the 14th day of January, 2021, true and correct copies of this document were electronically served by the Court’s ECF system on parties entitled to notice thereof. /s/ J. Machir Stull J. Machir Stull 6