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Full title: Order (I) Authorizing Sale Procedures for Sale of Personal Property Assets Free and Clear of All Liens, Claims and Encumbrances and Interests (related document # 601) Entered on 2/11/2021. (Tello, Chris)

Document posted on Feb 10, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC ManagementMotion, up to an aggregate Sale Price4 of $50,000.00 per location, in each case free and clear of all liens, claims, encumbrances, and interests (with all such liens, claims, encumbrances, and interests attaching to the proceeds of such sale(s) with the same nature, validity, priority, extent, perfection, and force and effect that such liens, claims, encumbrances, and interests encumbered such assets immediately before the consummation of such sale(s)), witho

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he following constitutes the ruling of the court and has the force and effect therein described. ned February 11, 2021 ____________________________________________________________________IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ-11 § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § § ` DEBTORS. § Jointly Administered 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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ORDER (I) AUTHORIZING SALE PROCEDURES FOR SALE OF PERSONAL PROPERTY ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES AND INTERESTS [Related to Docket No. 601] CAME ON TO BE CONSIDERED the 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 “Motion”2). Based on the specific facts and circumstances of this case and for the reasons stated on the record, which are incorporated herein, the Court finds that: (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. §§ 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and this Court may enter a final order consistent with Article III of the Constitution; (iii) venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; (iv) the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors and other parties in interest; (v) notice of the Motion and the hearing were appropriate under the circumstances and no other notice need be provided; and (vi) upon review of the record before the Court, including the legal and factual bases set forth in the Motion and the statements made by counsel at the hearing, and after due deliberation thereon, there being found good and sufficient cause exists it is hereby ORDERED that: 1. The Motion is granted to the extent specified in this Order; 2. Pursuant to Bankruptcy Code Section 363, the Debtors are authorized, subject to the Agent’s3 prior written consent and upon consultation with the Committee, to sell personal property assets as identified in Exhibit “B” to the 2 Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Motion. 3 “Agent” means Goldman Sachs Special Lending Group, L.P., in its capacity as administrative agent under that certain Senior Secured Superpriority Debtor-in-Possession Financing Amendment dated as of October 27, 2020, by and among, among others, the Debtors, the DIP Agent (as defined in the DIP Order (as defined below)), and the lenders party thereto (as may be amended from time to time, the “DIP Credit Agreement”).

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Motion, up to an aggregate Sale Price4 of $50,000.00 per location, in each case free and clear of all liens, claims, encumbrances, and interests (with all such liens, claims, encumbrances, and interests attaching to the proceeds of such sale(s) with the same nature, validity, priority, extent, perfection, and force and effect that such liens, claims, encumbrances, and interests encumbered such assets immediately before the consummation of such sale(s)), without further order or approval of the Court. 3. Pursuant to Bankruptcy Code Section 363, the Debtors are authorized, subject to the Agent’s prior written consent and upon consultation with the Committee, to sell personal property assets as identified in Exhibit “B” to the Motion, in an aggregate Sale Price in excess of $50,000.00 and up to $1,500,000.00 per location, in each case free and clear of all liens, claims, encumbrances, and interests (with all such liens, claims, encumbrances, and interests attaching to the proceeds of such sale(s) with the same nature, validity, priority, extent, perfection, and force and effect that such liens, claims, encumbrances, and interests encumbered such assets immediately before the consummation of such sale(s)), subject to the following procedures: a. Upon receipt by the Debtors of the prior written consent of the Agent to the proposed sale of personal property assets with an aggregate Sale Price in excess of $50,000.00 and up to $1,500,000.00, the Debtors shall file on the docket and provide prior written notice (the “Sale Notice”) of their intent to sell such assets by overnight delivery to (i) the Office of the United States Trustee for the Northern District of Texas, (ii) counsel to the Agent, (iii) counsel to the Committee, and (iv) any party known by the Debtors to assert a lien on the asset to be sold (collectively, the “Notice Parties”). b. The Sale Notice shall include (i) a description of the assets to be sold and their locations; (ii) the purchase price being paid for such assets; (iii) the name and address of the purchaser, as well as a statement that such purchaser is not an insider or affiliate of any Debtor; (iv) the name of the applicable Debtor-seller; and (v) the amount of any fees or commissions to be paid in connection with the transaction. c. If no written objection from a Notice Party or other party in interest is received within ten (10) days of service of the Sale Notice, then the Debtors may immediately consummate the transaction, including making any disclosed payments of fees or commissions. If a written objection to any sale is received by the Debtors within the applicable notice period, then Court approval of such sale will be required (unless 4 “Sale Price” shall mean the amount of cash consideration or fair market value of non-cash consideration estimated to be received by the Debtors as determined by the Debtors with the Agent’s consent and upon consultation with the Committee, less expenses to be incurred in connection with the sale (if any).

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otherwise resolved by the objecting party and the Debtors with the Agent’s consent and upon consultation with the Committee). d. The Debtors may seek entry of a separate order on the limited issue of the applicability of section 363(m) of the Bankruptcy Code (a “363(m) Order”), after filing a notice on the docket and upon three days’ prior written notice to the Notice Parties. If no party objects to entry of the 363(m) Order, the Debtors may submit a proposed 363(m) Order under certification to the Court and a declaration in support of entry of the 363(m) Order, and the Court may enter the proposed 363(m) without a hearing. If a party objects to the entry of a proposed 363(m) Order, the Debtors may seek a hearing with respect to entry of such 363(m) Order. 4. Notwithstanding anything to the contrary in this Order, Debtors shall provide prior written notice to Maricopa County and all Texas taxing authorities that assert liens on assets that are the subject of a sale regardless of the sale price. 5. To the extent any applicable taxing authority asserts a lien in assets that are the subject of a sale pursuant to this Order, if the Debtors, the Agent, and such taxing authority agree as to the amount of taxes that are due and payable with respect to such assets, then such taxes may be paid from the sale proceeds of such sale. If the Debtors, the Agent, and such taxing authority do not agree as to the amount of taxes that are due and payable with respect to such assets, then the Debtors shall segregate an amount of the sale proceeds equal to the amount of taxes in dispute pending resolution of the same. 6. The Debtors are authorized to take any and all actions as may be necessary, desirable, or appropriate to effect, implement, and/or consummate such sales. 7. Notwithstanding anything to the contrary herein, nothing in this Order authorizes the Debtors to sell or abandon any personal property containing or constituting “Personally Identifiable Information,” (“PII”) as that term is defined in Bankruptcy Code section 101(41A). 8. The Debtors shall remove or cause to be removed any confidential and/or PII in any of the Debtors hardware, software, computers or cash registers or similar equipment which are to be sold, donated, transferred, abandoned or otherwise disposed of so as to render the PII unreadable or undecipherable, to the extent required by applicable law. 9. Notwithstanding anything to the contrary herein, nothing in this Order authorizes the use of cash collateral or debtor-in-possession financing. Any payments authorized to be made pursuant to the Motion shall be made only to the extent authorized under the cash collateral and debtor-in-possession financing order approved by the Court in effect as of the time such payment is to be made (as may be amended, extended, or otherwise modified from time to time, and together with any approved budgets in connection therewith, the

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“DIP Order”), and such payments shall be subject to the terms, conditions, limitations, and requirements of the DIP Order in all respects. Any Agent Consent (as defined in the DIP Order) or other consent or approval of the Agent given or requested in respect of any matters relating to this Order shall require approval of the Requisite Lenders (as defined in the DIP Order); 10. Notwithstanding anything else in this Order to the contrary, any payments authorized to be made by this Order shall be subject to the terms, conditions, limitations, and restrictions set forth in that certain Order Granting Debtors’ Emergency Motion Pursuant to Sections 105, 345, 364, 363, 503, 1107 and 1108, Authorizing (i) Maintenance of Existing Bank Accounts; (ii) Continuance of Existing Cash Management System, Bank Accounts and Checks and Related Forms; (iii) Continued Performance of Intercompany Transactions; (iv) Limited Waiver of Section 345(b) Deposit and Investment Requirements; and (v) Granting Related Relief; 11. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice. 12. Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable, this Order shall be effective and enforceable immediately upon entry hereof; 13. This Court shall retain jurisdiction with respect to all matters relating to the interpretation or implementation of this Order. IT IS SO ORDERED. # # # End of Order # # # SUBMITTED BY: Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 COUNSEL TO DEBTORS AND DEBTORS-IN-POSSESSION