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Full title: Objection to disclosure statement (RE: related document(s)395 Disclosure statement) filed by Creditor Rosedale Bakersfield Retail VI, LLC. (Ballard, Glenn)

Document posted on Feb 4, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Email: Jess.Bressi@Dentons.com Counsel for Rosedale Bakersfield Retail VI, LLC IN THE UNITED STATES BANKRUPTCY COURTRosedale is the landlord of an unexpired lease with one of the Debtors’ entities, Movie Grill Concepts XXXV, LLC, as assignee of Movie Grill Concepts XX, LLC. Under the terms of the Lease, Rosedale owns ALL of the FF&E other than the digital projectors.Rosedale filed its “Objection of Rosedale Bakersfield Retail VI, LLC to Assumption Including Cure Amount in Amended Notice of Unexpired Leases Which May Be Assumed, Etc.Wherefore, Rosedale Bakersfield Retail VI, LLC objects to Exhibit D to the Disclosure Statement and requests that it be revised to reflect Rosedale’s ownership of the FF&E. Respectfully submitted, DENTONS US LLP

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Glenn A. Ballard, Jr. Texas Bar No. 01650200 2000 McKinney Ave., Suite 1900 Houston, Texas 77201 Tel: (214) 259-0999 Email: Glenn.Ballard@Dentons.com -and- Jess R. Bressi (admitted pro hac vice) California State Bar No. 110264 4675 MacArthur Court, Suite 1250 Newport Beach, California 92660 Tel: (949) 241-8967 Email: Jess.Bressi@Dentons.com Counsel for Rosedale Bakersfield Retail VI, LLC IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: CASE NO. 20-32633-11 STUDIO MOVIE GRILL HOLDINGS, LLC, et al., Chapter 11 Jointly Administered LIMITED OBJECTION OF ROSEDALE BAKERSFIELD RETAIL VI, LLC TO EXHIBIT D TO DISCLOSURE STATEMENT (Ref. Doc. 395 and 589) TO THE HONORABLE STACY G. C. JERNIGAN, UNITED STATES BANKRUPTCY JUDGE: Rosedale Bakersfield Retail VI, LLC (“Rosedale”), a lessor, creditor and party in interest, respectfully objects to the Debtors’ Exhibit D to their Disclosure Statement, as Documents Nos. 395 and 589 (the “Exhibit D”), and respectfully represents: OBJECTION OF ROSEDALE BAKERSFIELD TO

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I. FACTUAL BACKGROUND 1. Rosedale is the landlord of an unexpired lease with one of the Debtors’ entities, Movie Grill Concepts XXXV, LLC, as assignee of Movie Grill Concepts XX, LLC. Movie Grill Concepts XXXV, LLC is the tenant of 46,311 square feet of space in the Rosedale Village Shopping Center, 2733 Calloway Dr., Bakersfield, CA 93312 (the “Premises”) in which Movie Grill Concepts XXXXV operates a dine in movie theater business, pursuant to the terms of a written shopping center Lease dated December 30,2016 (the “Lease”). Debtor Movie Grill Concepts XX, LLC assigned the Lease to Debtor Movie Grill Concepts XXXV, LLC by a letter dated “August __, 2020.” Neither of these Debtors requested Landlord’s consent to the assignment because they claimed that the assignment was a “Permitted Transfer” pursuant to Section 12.4(ii) of the Lease which permits a Transfer to “(ii) to any subsidiary corporation or “affiliate” (as herein defined) of Tenant, or Tenant’s parent corporation.” Rosedale does not know if this is true or not but assumes that it is for the limited purposes of this objection. While negotiations are presently underway between Debtors and Rosedale over a modification of the Lease, it is unknown at this time if an agreement will be reached so this protective and limited objection is required to be filed. Debtors cannot liquidate or sell property they do not own. Under the terms of the Lease, Rosedale owns ALL of the FF&E other than the digital projectors. More specifically, Section 4.7 of the Lease provides: OBJECTION OF ROSEDALE BAKERSFIELD TO

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“4.7 Theater FF&E Ownership. Landlord shall be deemed to be the owner of the Theatre FF&E except for the digital projection equipment. Tenant shall have the right to use Theatre FF&E during the Term of the Lease.” Rosedale objects to Exhibit D to the Disclosure Statement as it includes in Debtors’ Liquidation Analysis Rosedale’s FF&E that Debtors do not own. See Debtors’ Witness and Exhibit List for Hearings Scheduled February 9, 2021, Exhibit 5 thereto, Debtors’ Liquidation Analysis, page 6 of 7, second column. II. THE DEBTORS SHOULD REVISE THEIR LIQUIDATION ANALYSIS TO REFLECT THAT THEY DO NOT OWN ROSEDALE’S FF&E 5. Of course, if the Plan is confirmed and the Lease is assumed, the ownership of Rosedale’s FF&E likely becomes irrelevant for Plan purposes. Moreover, since the Debtors’ Liquidation Analysis estimates zero distributions for unsecured creditors in a liquidation, removing Rosedale’s FF&E from the list of assets to be liquidated just makes an already negative number more negative. Nevertheless, while all parties in interest hope for a positive outcome in these cases, if the cases are not successful and liquidations result, no one should rely on Exhibit D to believe that the FF&E belongs to Debtors. III. ROSEDALE INCORPORATES BY REFERENCE ITS OBJECTION TO THE INCORRECT CURE AMOUNT. 6. Previously, on January 13, 2021, as Doc. 454, Rosedale filed its “Objection of Rosedale Bakersfield Retail VI, LLC to Assumption Including Cure Amount in Amended Notice of Unexpired Leases Which May Be Assumed, Etc. (Ref. Doc. 364).” Rosedale incorporates by reference this previous objection it filed as Debtors schedule no pre-petition arrearage due Rosedale in their Schedules to the Disclosure Statement. OBJECTION OF ROSEDALE BAKERSFIELD TO

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IV. JOINDER IN OBJECTIONS 7. Rosedale joins in the objections to the proposed assumption and assignment of Debtors’ unexpired leases filed by Debtors’ other landlords and adopts the arguments and authorities advanced in such objections to the extent not inconsistent with Rosedale’s position. V. RESERVATION OF RIGHTS 8. Rosedale reserves all of its rights, including without limitation its rights under Sections 365 and 503 of the Bankruptcy Code. VI. CONCLUSION Wherefore, Rosedale Bakersfield Retail VI, LLC objects to Exhibit D to the Disclosure Statement and requests that it be revised to reflect Rosedale’s ownership of the FF&E. Respectfully submitted, DENTONS US LLP By: /s/ Glenn A. Ballard, Jr. Glenn A. Ballard, Jr. Texas Bar No. 01650200 2000 McKinney Street, Suite 1900 Dallas, Texas 77201 Tel: (214) 259-0999 Email: Glenn.Ballard@Dentons.com -and- OBJECTION OF ROSEDALE BAKERSFIELD TO

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By: /s/ Jess R. Bressi Jess R. Bressi (Admitted pro hac vice) California State Bar No. 110264 4675 MacArthur Court, Suite 1250 Newport Beach, CA 92660 Tel: (949) 241-8967 Email: Jess.Bressi@Dentons.com Counsel forRosedale Bakersfield Retail VI, LLC OBJECTION OF ROSEDALE BAKERSFIELD TO

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CERTIFICATE OF SERVICE I certify that true copies of this Objection were served on all parties who have entered an appearance here in by means of the court's CM/ECF System, contemporaneously with filing on February 5, 2021. /s/ Glenn A. Ballard Glenn A. Ballard CASE NO. 20-32633-11