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Full title: Objection to confirmation of plan (RE: related document(s)700 Chapter 11 plan) filed by Creditor 11170 North Central LP. (Moore, J.)

Document posted on Mar 9, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

NO. 20-32633-11 | STUDIO MOVIE GRILL HOLDINGS, LLC, et al., | Chapter 11 | North Central, LP (the “Landlord”), and files this, it’s Objection (the “Objection”) to confirmation of the Second Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors, and Second Amended Plan Supplement [Dkt. 701 and 705] (collectively, the “Plan”), and respectfully represents: 1. Landlord expressly reserves all such rights, including, without limitation, the right to: (i) supplement and/or amend this Objection and to assert additional objections to the proposed assumption and assignment of the Lease on any and all grounds; (ii) amend the cure amount; (iii) assert additional non-monetary defaults under the Lease; (iv) assert any rights for indemnification or contribution Debtor, as applicable, arising under the Lease; and (v) assert any further objections as they deem necessary or appropriate.The undersigned hereby certifies that true and correct copies of this Objection have been served upon all parties who have entered an appearance here in by means of the court's CM/ECF System, contemporaneously with filing on March 10, 2021, and to all of the notice parties set forth in the Order of the Bankruptcy Court approving the Disclosure Statement by the following methods: Notice Parties for Objections to Plan Donlin Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al.Jeffery M. Veteno, Esq., email: Frank@fjwright.law and Jeff@fjwritht.law Counsel to the Agent Vinson & Elkins LLP 2100 Ross Ave., Suite 3900

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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 | Debtors | Jointly Administered 11170 NORTH CENTRAL’S OBJECTION TO CONFIRMATION TO THE HONORABLE STACY G. C. JERNIGAN UNITED STATES BANKRUPTCY JUDGE: COMES NOW 11170 North Central, LP (the “Landlord”), and files this, it’s Objection (the “Objection”) to confirmation of the Second Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors, and Second Amended Plan Supplement [Dkt. 701 and 705] (collectively, the “Plan”), and respectfully represents: 1. Landlord and the Debtors are currently negotiating a potential amendment to the Lease (as defined below). This objection is filed to preserve Landlord’s objections to the Plan if Landlord and the Debtors do not reach an agreement with respect to the potential amendment. Background Facts 2. On October 23, 2020 (the “Petition Date”), the above-captioned debtors and debtors- in-possession filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (“Bankruptcy Code”). Landlord and Movie Grill Concepts IX, LLC are parties to an unexpired lease of nonresidential real property located in Dallas, Texas (the “Lease”).

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Objections to the Plan 3. 11 U.S.C. § 1129(a) provides that the court shall confirm a plan only if the plan complies with the applicable provisions of Title 11. 4. 11 U.S.C. § 365(b)(1) provides that the debtor may assume or reject an unexpired lease of non-residential real property. However, an executory contract or an unexpired lease must be assumed or rejected in its entirety. Stewart Title v. Old Republic Nat. Title, 83 F.3d 735, 741 (5th Cir. 1996). The debtor cannot choose to accept the benefits of the contract and reject its burdens. Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 13140 (5th Cir. 1985). Neither the debtor nor the court may excise or alter material obligations owed to the contract party. City of Covington v. Covington Land Ltd. Partnership, 71 F.3d 1221, 1226 (6th Cir. 1995). 5. The Plan purports to assume and modify the Lease on terms which are still being negotiated between Landlord and Debtor and have not been finally agreed upon yet. Specifically, the actual cure amount due under the Lease is no less than $655,022.72 as of the Petition Date. As such, the Plan fails to comply with 11 U.S.C. § 365(b)(1). 6. Further, additional amounts have come due post petition and remain unpaid as of the date of this Objection. 11 U.S.C. § 365(d)(3) provides that the trustee shall timely perform all the obligations of the debtor, except those specified in section 365(b)(2), arising from and after the order for relief under any unexpired lase of nonresidential real property, until such lease is assumed or rejected. The Plan fails to comply with 11 U.S.C. § 365(d)(3). 7. For the foregoing reasons, the Plan fails to comply with the requirements of the Bankruptcy Code, and pursuant to 11 U.S.C. § 1129(a)(1), the Plan may not be confirmed. Joinder 8. Landlord joins in the objections to the Debtor’s Plan filed by other landlords and

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Reservation of Rights 9. Nothing in this Objection is intended to be, or should be construed as, a waiver by Landlord of any of their rights under the Lease, the Bankruptcy Code, or applicable law. Landlord expressly reserves all such rights, including, without limitation, the right to: (i) supplement and/or amend this Objection and to assert additional objections to the proposed assumption and assignment of the Lease on any and all grounds; (ii) amend the cure amount; (iii) assert additional non-monetary defaults under the Lease; (iv) assert any rights for indemnification or contribution Debtor, as applicable, arising under the Lease; and (v) assert any further objections as they deem necessary or appropriate. Relief Requested Wherefore, Landlord respectfully objects to confirmation of the Plan, and prays that the Plan not be confirmed. Dated: March 10, 2021 CONDON TOBIN SLADEK THORNTON NERENBERG PLLC /s/ J. Seth Moore J. Seth Moore Texas Bar No. 24027522 8080 Park Lane, Suite 700 Dallas, Texas 75231 Telephone: (214) 265-3800 Facsimile: (214) 691-6311 smoore@condontobin.com astorm@condontobin.com ATTORNEYS FOR 11170 NORTH CENTRAL, L.P.

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CERTIFICATE OF SERVICE The undersigned hereby certifies that true and correct copies of this Objection have been served upon all parties who have entered an appearance here in by means of the court's CM/ECF System, contemporaneously with filing on March 10, 2021, and to all of the notice parties set forth in the Order of the Bankruptcy Court approving the Disclosure Statement by the following methods: Notice Parties for Objections to Plan Donlin Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 Via Federal Express Debtors: Law Office of Frank J. Wright 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Attn: Framk J. Wright, Esq. and Jeffery M. Veteno, Esq., email: Frank@fjwright.law and Jeff@fjwritht.law Counsel to the Agent Vinson & Elkins LLP 2100 Ross Ave., Suite 3900 Dallas, Texas 75201 Attn: William L. Wallander, Esq. and Bradley R. Foxman, Esq., email: bwallander@velaw.com and bfoxman@velaw.com Counsel to the Committee of Unsecured Creditors Pachuliski Stang Ziehl & Jones LLP 780 Third Avenue, 34th Floor New York, NY 10017 Attn: Jeffrey Pomerantz, Esq., Roert Feinstein, Esq., and Steven Golden, Esq., email: jpomerantz@pszjlaw.com, rfeinstein@pszjlaw.com, and sgolden@pszjlaw.com and Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201 Attn: Ryan Manns, Esq., email: ryanmanns@nortonrosefulbright.com

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Office of the United States Trustee William T. Neary 1100 Commerce Street, Room 976 Dallas, TX 75242 Attn: Lisa L. Lambert and Meredyth A. Kippes, email: lisa.l.lambert@usdoj.gov; meredyth.a.kippes@usdoj.gov Counsel to Crestline Jones Day 250 Vesey Street New York, New York 10821 Attn: John E. Mazey, Esq., Michael C. Schneidereit, Esq., and Nicholas J. Morin, Esq., email: jemazey@jonesday.com, schneidereit@jonesday.com, and nmorin@jonesday.com /s/ J. Seth Moore J. Seth Moore