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Full title: Motion for leave / DEBTORS EMERGENCY MOTION FOR ENTRY OF AN ORDER CONFIRMING APPLICABILITY OF AMENDMENT TO 11 U.S.C. § 365(d)(4) OR ALTERNATIVELY, EXTENDING THE DEBTORS TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NON-RESIDENTIAL REAL PROPERTY PURSUANT TO 11 U.S.C § 365(d)(4) Filed by Debtor Studio Movie Grill Holdings, LLC (Attachments: # 1 Exhibit A) (Wright, Frank)

Document posted on Feb 18, 2021 in the bankruptcy, 9 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 ManagementAll theaters operate under the brand name “Studio Movie Grill.”On February 11, 2021, the Debtors filed their Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Docket No.For such reasons – and out of a perceived abundance of caution – the Debtors respectfully request entry of an order confirming the applicability of the Act’s bankruptcy relief amendment to Section 365(d)(4) to their Chapter 11 Cases, s

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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, STUDIO MOVIE GRILL HOLDINGS, LLC, et al. IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-11 § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTOR. § Jointly Administered DEBTORS’ EMERGENCY MOTION FOR ENTRY OF AN ORDER CONFIRMING APPLICABILITY OF AMENDMENT TO 11 U.S.C. § 365(d)(4) OR ALTERNATIVELY, EXTENDING THE DEBTORS’ 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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TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NON-RESIDENTIAL REAL PROPERTY PURSUANT TO 11 U.S.C § 365(d)(4) AN EMERGENCY HEARING IS BEING REQUESTED ON THIS MATTER ON OR BEFORE FEBRUARY 22, 2021, IN THE COURTROOM OF THE HONORABLE STACEY G.C. JERNIGAN, UNITED STATES BANKRUPTCY JUDGE FOR THE NORTHERN DISTRICT OF TEXAS, EARLE CABELL FEDERAL BUILDING, U.S. COURTHOUSE, 1100 COMMERCE STREET, ROOM 1421, COURTROOM #1, 14TH FLOOR, DALLAS, TEXAS, OR AT SUCH OTHER LOCATION OR VIRTUALLY AS SET BY THE COURT Studio Movie Grill Holdings, LLC and its debtor affiliates (the “Debtors” or “SMG”) file this Emergency Motion for Entry of an Order confirming Applicability of Amendment to 11 U.S.C. § 365(d)(4) or Alternatively, Extending the Debtors’ Time to Assume or Reject Unexpired Leases of Non-Residential Real Property Pursuant to 11 U.S.C. § 365(d)(4) (the “Motion”), seeking the entry of an order extending the time for Debtors to obtain entry of an order assuming or rejecting unexpired leases of non-residential real property. In support of this Motion, the Debtors would respectfully show the Court as follows: I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this case pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. II. BACKGROUND 2. On October 23, 2020 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), thereby initiating the above-captioned bankruptcy cases (the “Chapter 11 Cases”). The Debtors continue to manage and operate their businesses as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

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3. An official committee of unsecured creditors has been appointed in these Chapter 11 Cases. No trustee or examiner has been requested or appointed in these Chapter 11 Cases. 4. SMG is engaged in the dine-in movie theater business. In addition to its movie offerings, SMG’s theaters include a bar and lounge area, with direct to seat service for guests before and during their movies. As of the Petition Date, SMG operated 33 movies theaters in 10 states, including Arizona, California, Florida, Georgia, Illinois, North Carolina, Pennsylvania, Texas, Indiana, and Virginia. All theaters operate under the brand name “Studio Movie Grill.” 5. A detailed description of the Debtors and their businesses, and the facts and circumstances supporting the Motion and the Debtors’ Chapter 11 Cases are set forth in greater detail in the Declaration of William Snyder, CRO of the Debtors, in Support of the Debtors’ Chapter 11 Petitions and First Day Motion (the “Snyder Declaration”),which was filed on the Petition Date and is incorporated by reference in this Motion. 6. On February 11, 2021, the Debtors filed their Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Docket No. 619] (the “Plan”). A hearing on confirmation of the Plan has been set for March 16, 2021. 7. In the ordinary course of business, the Debtors are parties to certain unexpired non-residential leases of real property, excluding those that have already been rejected by orders of this Court (the “Leases”). III. RELIEF REQUESTED & BASIS FOR RELIEF 8. Pursuant to Section 365(d)(4), as recently amended, the Debtors seek an order confirming the applicability of the amendments of the Consolidated Appropriations Act, 2021, or, in the alternative, extension of time as provided for under Section 365(d)(4)(B). A. The Bankruptcy Relief Amendments to the Consolidated Appropriations Act, 2021

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9. On December 27, 2020, the Consolidated Appropriations Act, 20212 (the “Act”) was signed into law, thereby – and applicable hereto – providing certaintemporary relief to bankruptcy debtors through certain amendments to the United States Bankruptcy Code (the “Bankruptcy Code”). In pertinent part, the Act amended Section 365(d)(4) as follows: “Section 365(d) of title 11, United States Code, is amended—in paragraph (4), by striking “120” each place it appears and inserting “210”. 3 10. This particular amendment is scheduled to “sunset” by returning to the prior language two (2) years after the date of enactment of the Act. Therefore, Section 365(d)(4) currently provides, in pertinent part: Subject to subparagraph (B), an unexpired lease of nonresidential real property under which the debtor is the lessee shall be deemed rejected, and the trustee shall immediately surrender that nonresidential real property to the lessor, if the trustee does not assume or reject the unexpired lease by the earlier of— (i) the date that is 210 days after the date of the order for relief; or (ii) the date of the entry of an order confirming a plan. 11 U.S.C. § 365. 11. Effectively, the Act incorporates the additional ninety (90) day extension otherwise available under Section 365(d)(4)(B)(i) into Section 365(d)(4)(A)(i) to provide debtors additional breathing room as part of broader pandemic relief legislation. 12. On January 8, 2021, the United States Bankruptcy Court for the Southern District of Texas in In re Bouchard Transportation Co., Inc. et al. implicitly concluded that the Act’s amendment to Section 365(d)(4) applied retroactively to a bankruptcy case filed approximately three (3) months before the Act was enacted. In re Bouchard Transportation Co., Inc. et al., Case No. 20-34682 (Bankr. S.D. Tex. Jan. 8, 2021) [Docket Nos. 374, 378]. 13. Debtors submit that the Act does not limit the applicability of its Section 365(d)(4) 2 116 P.L. 260, 2020 Enacted H.R. 133, 116 Enacted H.R. 133, 134 Stat. 1182, 116 P.L. 260, 2020 Enacted H.R. 133, 116 Enacted H.R. 133, 134 Stat. 1182. 3 116 P.L. 260, 2020 Enacted H.R. 133, 116 Enacted H.R. 133, 134 Stat. 1182, 116 P.L. 260, 2020 Enacted H.R. 133, 116 Enacted H.R. 133, 134 Stat. 1182.

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amendment to bankruptcy cases files after its enactment or a particular date, but instead leaves the same open to all bankruptcy cases, including those pending as of its enactment. Furthermore, Debtors submit that the amendment operates in a similar fashion to the extension otherwise available under Section 365(d)(4)(B)(i), by extending the Debtors’ prior time period afforded by the Bankruptcy Code – well in advance of its expiration. 14. For such reasons – and out of a perceived abundance of caution – the Debtors respectfully request entry of an order confirming the applicability of the Act’s bankruptcy relief amendment to Section 365(d)(4) to their Chapter 11 Cases, such that the deadline thereunder is 210 days from the Petition Date. B. Alternative Request for Extension of Time 15. In the event this Court determines that the aforementioned amendment does not apply hereto, the Debtors seek entry of an order, extending the period to assume or reject their Leases for an additional ninety (90) days or to the date of entry of an order confirming a plan, whichever occurs earlier. 16. Pursuant to Section 365(d)(4)(B)(i), the court may extend the applicable expiration period for 90 days “for cause.” Upon a showing of cause, a court has the discretion to grant such extension. 17. Bankruptcy Courts in this district and other Texas districts have routinely extended the initial period to assume or reject unexpired leases upon a showing that such period is insufficient. See, e.g., In re Erickson Inc., Case No. 16-34393 (Bankr. N.D. Tex. Feb. 22, 2017) [Docket No. 443] (granting extension of 365(d)(4) period); In re CHC Group Ltd., Case No. 16-31854 (Bankr. N.D. Tex. Aug. 29, 2016) [Docket No. 805] (granting a 90-day extension); In re Energy & Exploration Partners, Inc., Case No. 15-44931 (Bankr. N.D. Tex. April 5, 2016) [Docket No. 609] (same); In re ERG Intermediate Holdings, LLC, Case No. 15-31858 (Bankr. N.D. Tex. Aug. 26, 2015) [Docket No. 451]

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(same); In re Pilgrim’s Pride Corp., Case No. 08-45664 (DML) (Bankr. N.D. Tex. March 26, 2009) [Docket No. 1304] (same); In re Erickson Incorporated, Case No. 16-34393 (Bankr. N.D. Tex. Feb. 22, 2017) [Docket No. 443] (same); In re Buffets, LLC, Case No. 16-50557 (Bankr. W.D. Tex. June 24, 2014 [Docket No. 631] (same); In re Anew You Medical Weight Loss and Spa PLLC, Case No. 17-51756 (Bankr. W.D. Tex. November 22, 2017) [Docket No. 39] (same). 18. The term “cause” as used in section 365(d)(4) is not defined in the Bankruptcy Code. In determining whether cause exists for an extension of the assumption or rejection time period, courts have relied on several factors, including: (i) whether the debtor is paying for the use of the property; (ii) whether the debtor’s continued occupation could damage the lessor beyond the compensation available under the Bankruptcy Code; and (iii) the complexity of the case facing the debtor. See, e.g., S. St. Seaport Ltd. P’ship. v. Burger Boys, Inc. (In re Burger Boys, Inc.), 94 F.3d 755, 76061 (2d Cir. 1996); In re Wedtech Corp., 72 B.R. 464, 471-73 (Bankr. S.D.N.Y. 1987); see also Theatre Holding Corp. v. Mauro, 681 F.2d 102 (2d Cir. 1982). 19. Applying these factors in these Chapter 11 Cases demonstrates that cause exists for an extension of the deadline under Section 365(d)(4)(B) of the Bankruptcy Code. The Debtors, to their knowledge, are current on all or substantially all postpetition obligations under Section 365(d)(4) of the Bankruptcy Code with respect to the Leases. The Debtors are committed to remaining current on all undisputed postpetition obligations covered by Section 365(d)(4) of the Bankruptcy Code. Further, the Debtors are not aware of any basis for the lessors to assert that the Debtors’ continued occupation of the leased premises would damage the lessors beyond the compensation available under the Bankruptcy Code. 20. The Debtors have a plan of reorganization on file and are working diligently toward confirmation of the Plan and exit from the chapter 11 process. A hearing on confirmation of the Plan is scheduled for March 16, 2021. In connection with the Plan or by separate motion practice, the

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Debtors anticipate seeking assumption of certain Leases. 21. However, should the Debtors ultimately decide to reject the remaining Leases, nothing will prejudice the rights of the affected lessors to assert rejection damage claims as provided for in the Bankruptcy Code and the Plan. 22. Therefore, in the alternative to confirmation to the applicability of the Act’s amendments, the Debtors respectfully submit that an extension of the Section 365(d)(4) deadline for an additional ninety (90) days or to the date of entry of an order confirming a plan, whichever occurs earlier, is in the best interest of the Debtors, their estates, their creditors, and all parties in interest. 23. Finally, as noted by the Bankruptcy Court for the Southern District of Texas, Section 365(d)(4) is ambiguous as to whether an extension must be granted before the initial 120-day period expires, or whether the filing of a motion requesting an extension within the initial 120-day period is sufficient. See In re Simbaki, LTD, 520 B.R. 241 (Bankr. S.D. Tex. 2014). Although the majority of courts have found that the filing of the motion requesting the extension is sufficient, the Debtors request that the Court approve the extension on or before February 22, 2021 to avoid any ambiguity with regard to the effectiveness of the Order. IV. NOTICE 24. Notice of this Motion will be provided via the Court’s ECF system and to the Debtors’ current complex service list (collectively, the “Notice Parties”). Based on the circumstances surrounding this Motion and the nature of the relief requested herein, the Debtors respectfully submit that no further notice is required. WHEREFORE, the Debtors respectfully request that this Court enter an Order (a) granting the Motion, in substantially the same form as that attached hereto as Exhibit “A”; and (b) awarding the Debtors such other and further relief as this Court may deem just and proper.

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DATED: February 19, 2021 Respectfully submitted, LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Frank J. Wright Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law COUNSEL TO DEBTORS AND DEBTORS-IN-POSSESSION CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document was served on the parties listed below, on all parties consenting to electronic service of this case via the Court’s ECF system for the Northern District of Texas and via United States Mail, first class postage prepaid, on February 19, 2021 on the Debtor’s Complex Service List. /s/ Jeffery M. Veteto Jeffery M. Veteto

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