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Full title: Joinder by JOINDER OF STORE MASTER FUNDING III, LLC IN SEC CTR & MCP, LPs LIMITED OBJECTION TO EXPEDITED MOTION AUTHORIZING CERTAIN PROCEDURES FOR SALE OF PERSONAL PROPERTY filed by Creditor STORE Master Funding III, LLC (RE: related document(s)364 Notice (generic)). (Van Horn, Eric)

Document posted on Jan 13, 2021 in the bankruptcy, 6 pages and 1 tables.

Bankrupt11 Summary (Automatically Generated)

The Motion, and more alarmingly the proposed order, is similarly unclear about the timing of the proposed sales of Debtors’ personal property, i.e. the Debtors do not indicate whether they intend to sell personal property located in premises subject to a rejected lease after the effective date of such rejections or before.Further, the Motion and proposed order do not indicate whether Debtors intend to conduct such sales via auction or similar fire sale, and whether such sales will be conducted from the Premises in violation of the terms of the Lease.Though Landlord’s Lease has not yet been rejected, and the parties are in negotiations regarding the potential assumption of the Lease, an order authorizing Debtors to conduct sales of personal property at leased premises after the effective date of rejection poses a potential risk to Landlord in the event its Lease is ultimately rejected. In addition, the Debtors should not be authorized to conduct such sales from the Premises in violation of the Lease without adequate procedures and protections in place to govern the conduct of such sales to balance the interests of the Debtors to maximize value from such sales, and the Landlord in the protection of its property interests and to provide due process.An order allowing the Debtors’ to sell personal property from a leased premises after the rejection effective date is inappropriate and cannot be granted because, inter alia, Debtors have no right to access a landlord’s premises after the rejection effective date; property remaining in a leased premises after the rejection effective date would be abandoned foreclosing an estate interest in such property; the Lease, and likely other leases, prohibit auctions and/or fire-sales at the Premises; and would force the affected landlords to store Debtors’ personal property, without compensation, for some indeterminate period of time.

List of Tables

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: Chapter 11 STUDIO MOVIE GRILL HOLDINGS, LLC Case No.: 20-32633-11 et al., (Jointly Administered) Debtors. Hearing Date: January 15, 2021 at 9:30 a.m. (CT) Related to Docket No. 406, 485 JOINDER OF STORE MASTER FUNDING III, LLC IN SEC CTR & MCP, LP’s LIMITED OBJECTION TO EXPEDITED MOTION AUTHORIZING CERTAIN PROCEDURES FOR SALE OF PERSONAL PROPERTY STORE Master Funding III, LLC (the “Landlord”) hereby files its joinder to SEC CTR & MCP, LP’s Limited Objection to Expedited Motion Authorizing Certain Procedures for Sale of Personal Property [Docket No. 485] (the “Objection”), and reservation of rights (the “Joinder and Reservation of Rights”) to the 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 and Interests [Docket No. 406] (the “Motion”),1 and respectfully represents as follows: BACKGROUND FACTS 1. On October 23, 2020 (the “Petition Date”), the Debtors each commenced a case by filing a petition for relief under chapter 11 of title 11 of the United States Code. The Debtors’ cases have been jointly consolidated for administrative purposes only (the “Chapter 11 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

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Cases”). The Debtors continue to operate their businesses and manage their properties as debtors and debtors-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108.2 No trustee or examiner has been appointed in the Chapter 11 Cases. 2. The Debtors lease retail space (the “Premises”) from the Landlord pursuant to that certain Third Amended and Restated Lease Agreement dated September 27, 2019 (as amended, the “Lease”) at the locations (the “Premises”) set forth on the attached Schedule A. 3. The Lease is a lease “of real property in a shopping center” as that term is used in Section 365(b)(3). See In re Joshua Slocum, Ltd., 922 F.2d 1081, 1086-87 (3d Cir. 1990). 4. On January 7, 2021, the Debtors filed the Motion, on an expedited basis, seeking inter alia, authorization to sell personal property assets located at the premises Debtors lease from their landlords. 5. The Motion does not specifically identify the personal property to be sold and likewise does identify the particular leased premises from which Debtors intend to sell their personal property. 6. The Motion, and more alarmingly the proposed order, is similarly unclear about the timing of the proposed sales of Debtors’ personal property, i.e. the Debtors do not indicate whether they intend to sell personal property located in premises subject to a rejected lease after the effective date of such rejections or before. Counsel for Debtors only today, January 14, 2021, indicated via email that the Debtors contemplate conducting sales of personal property located on leased premises after the effective date of any lease rejection. 2 Unless otherwise specified, all statutory references to “Section” are to 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”).

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7. Further, the Motion and proposed order do not indicate whether Debtors intend to conduct such sales via auction or similar fire sale, and whether such sales will be conducted from the Premises in violation of the terms of the Lease. 8. Though Landlord’s Lease has not yet been rejected, and the parties are in negotiations regarding the potential assumption of the Lease, an order authorizing Debtors to conduct sales of personal property at leased premises after the effective date of rejection poses a potential risk to Landlord in the event its Lease is ultimately rejected. In addition, the Debtors should not be authorized to conduct such sales from the Premises in violation of the Lease without adequate procedures and protections in place to govern the conduct of such sales to balance the interests of the Debtors to maximize value from such sales, and the Landlord in the protection of its property interests and to provide due process. 9. An order allowing the Debtors’ to sell personal property from a leased premises after the rejection effective date is inappropriate and cannot be granted because, inter alia, Debtors have no right to access a landlord’s premises after the rejection effective date; property remaining in a leased premises after the rejection effective date would be abandoned foreclosing an estate interest in such property; the Lease, and likely other leases, prohibit auctions and/or fire-sales at the Premises; and would force the affected landlords to store Debtors’ personal property, without compensation, for some indeterminate period of time. JOINDER AND RESERVATION OF RIGHTS 10. Landlord hereby joins in the Objection to the Motion for all the reasons set forth herein and adopts the arguments and authorities advanced as though fully set forth herein. Landlord further joins the objections of Debtors’ other creditors and landlords to the extent that such objections are not inconsistent with the provisions hereof.

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11. Landlord reserves the right to update, supplement, or otherwise amend this Joinder and Reservation of Rights based upon any new or other information provided by the Debtors or upon any different relief requested by the Debtors up to and including at any hearing on the Motion. WHEREFORE, Landlord respectfully requests that the Court enter an order consistent with the foregoing Joinder and Reservation of Rights; and for such other and further relief as may be just and proper under all of the circumstances. Respectfully submitted, Dated: January 14, 2021 /s/ Eric M. Van Horn Eric M. Van Horn Texas Bar No. 24051465 SPENCER FANE LLP 2200 Ross Avenue, Suite 4800 West Dallas, TX 75201 Telephone: 214.750.3610 Facsimile: 214.750.3612 E-mail: ericvanhorn@spencerfane.com and Craig Solomon Ganz (pro hac vice) Michael A. DiGiacomo (pro hac vice) BALLARD SPAHR LLP 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 Telephone: 602.798.5400 Facsimile: 602.798.5595 E-mail: ganzc@ballardspahr.com digiacomom@ballardspahr.com Attorneys for STORE Master Funding III, LLC

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CERTIFICATE OF SERVICE I certify that on January 14, 2021 a true and correct copy of the foregoing document was served via the Court’s Electronic Case Filing (ECF) system on all parties registered to receive electronic service in these cases. /s/ Eric M. Van Horn Eric M. Van Horn

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SCHEDULE A
Table 1 on page 6. Back to List of Tables
STORE Master Funding III, LLC None None
Store No. Unknown Houston, Pearland 8440 S Sam Houston
Pkwy E., Houston, TX
Store No. Unknown Northpoint, Georgia 7730 North Point Pkwy,
Alpharetta, GA 30022