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Full title: Objection to (related document(s): 601 Amended Motion to sell (related document(s):406) filed by Debtor Studio Movie Grill Holdings, LLC)JOINDER AND LIMITED OBJECTION OF CERTAIN TEXAS TAXING ENTITIES TO DEBTORS AMENDED MOTION FOR ENTRY OF AN ORDER AUTHORIZING SALE PROCEDURES FOR SALE OF PERSONAL PROPERTY ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES AND INTERESTS filed by Creditor Grapevine-Colleyville ISD. (Reece, Linda)

Document posted on Feb 7, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

§ (Jointly Administered) JOINDER AND LIMITED OBJECTION OF CERTAIN TEXAS TAXING ENTITIES TO DEBTORS’ AMENDED MOTION FOR ENTRY OF AN ORDER AUTHORIZING SALE PROCEDURES FOR SALE OF PERSONAL PROPERTY ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES AND INTERESTS (Relates to Document 601) TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: COMES NOW Spring Branch ISD, City of Houston, Harris County WCID #145, Plano ISD, Richardson ISD, Arlington ISD, City of Colleyville, and Grapevine-Colleyville ISD, secured creditors and parties in interest (the “Certain Texas Taxing Entities”) and files this Joinder and Limited Objection to Debtors’ Amended 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 (the “Personal Property Sale Motion”), and respectfully shows as follows: Background 1. The Certain Texas Taxing Entities are political subdivisions of the State of Texas, authorized and required by the Texas Constitution and laws to levy and collect taxes on taxable personal and real property within their boundaries, in order to operate and discharge their public purposes.Prayer WHEREFORE, The Certain Texas Taxing Entities respectfully request that a final order approving the Personal Property Sale Motion require the Debtors to notify the Certain Texas Taxing Entities of the sale of collateral subject to the Tax liens for any purchase price and grant them such other and further relief as is just and proper.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § § STUDIO MOVIE GRILL § HOLDINGS, LLC, et al § CASE NO. 20-32633-SGJ § § Chapter 11 Debtors § (Jointly Administered) JOINDER AND LIMITED OBJECTION OF CERTAIN TEXAS TAXING ENTITIES TO DEBTORS’ AMENDED MOTION FOR ENTRY OF AN ORDER AUTHORIZING SALE PROCEDURES FOR SALE OF PERSONAL PROPERTY ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES AND INTERESTS (Relates to Document 601) TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: COMES NOW Spring Branch ISD, City of Houston, Harris County WCID #145, Plano ISD, Richardson ISD, Arlington ISD, City of Colleyville, and Grapevine-Colleyville ISD, secured creditors and parties in interest (the “Certain Texas Taxing Entities”) and files this Joinder and Limited Objection to Debtors’ Amended 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 (the “Personal Property Sale Motion”), and respectfully shows as follows: Background 1. The Certain Texas Taxing Entities are political subdivisions of the State of Texas, authorized and required by the Texas Constitution and laws to levy and collect taxes on taxable

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personal and real property within their boundaries, in order to operate and discharge their public purposes. 2. The Certain Texas Taxing Entities hold secured pre-petition tax claims for tax year 2020 in the amount of $215,595.81 (the “Tax Claims”). These claims are secured by tax liens on the tangible personal property of the Debtor within their taxing boundaries (the “Tax Liens”). The Tax Liens attach to the taxpayer’s property on January 1 of each tax year. 3. The Tax Liens are superior to any other secured claim in this case as provided by Article VIII, Section 15 of the Texas Constitution, and Sections 32.01 and Section 32.05(b) of the Texas Property Tax Code. Joinder and Limited Objection to the Personal Property Sale Motion 4. The Certain Texas Taxing Entities hereby join in and incorporate the objection filed by the Tax Authorities at docket entry 605. 5. The Certain Texas Taxing Entities object to the Personal Property Sale Motion in that it seeks to sell assets that are encumbered by the Tax Liens, free and clear without notice of the sale of property totaling $50,000.00 or less. As senior lienholders, the Certain Texas Taxing Entities are entitled to notice of the sale of their collateral regardless of the purchase price. Prayer WHEREFORE, The Certain Texas Taxing Entities respectfully request that a final order approving the Personal Property Sale Motion require the Debtors to notify the Certain Texas Taxing Entities of the sale of collateral subject to the Tax liens for any purchase price and grant them such other and further relief as is just and proper.

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Dated: February 8, 2021 Respectfully submitted, PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P. Attorneys for The Certain Texas Taxing Entities 1919 S. Shiloh Road, Suite 310, LB 40 Garland, TX 75042 (972) 278-8282 (phone) (817) 860-6509 (fax) /s/ Linda D. Reece Linda D. Reece Texas State Bar No. 24065471 Melissa E. Valdez Texas State Bar No. 24051463 CERTIFICATE OF SERVICE I do hereby certify that a true and correct copy of the foregoing Limited Objection has been sent to the parties listed below by the method indicated on this the 20th of November 2020. DEBTORS’ COUNSEL Law Offices of Frank J. Wright 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Frank Jennings Wright via email: frank@fjwright.law Jeffery M. Veteto via email: jeff@fjwright.law COUNSEL TO AGENT Vinson & Elkins LLP 2001 Ross Ave., Suite 3900 Dallas, Texas 75201 William L. Wallander, Esq. via email: bwallander@velaw.com Bradley R. Foxman, Esq. via email: bfoxman@velaw.com COUNSEL TO CRESTLINE Jones Day 250 Vesey Street, New York New York 10281 John E. Mazey, Esq. via email: jemazey@jonesday.com

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Michael C. Schneidereit, Esq. via email: mschneidereit@jonesday.com Nicholas J. Morin, Esq. via email: morin@jonesday.com UNITED STATES TRUSTEE 1100 Commerce Street Room 976 Dallas, TX 75202 And all other parties via CM/ECF-notice. /s/ Linda D. Reece Linda D. Reece