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Full title: Motion to reject executory contract or unexpired lease Filed by University Mall Portwood, LLC, University Mall Soho Owner, LLC, University Mall TIC Owner, LLC (Attachments: # 1 Proposed Order) (Taube, Eric)

Document posted on Apr 4, 2021 in the bankruptcy, 7 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); 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 ManagementUNIVERSITY MALL SOHO OWNER, LLC, UNIVERSITY MALL PORT WOOD, LLC AND UNIVERSITY MALL TIC OWNER, LLC’s MOTION FOR University Mall Soho Owner, LLC, University Mall Portwood, LLC, and UniversityMall TIC Owner, LLC (collectively, “University Mall”), files this Motion for Determinationthat the Lease has been Deemed Rejected, or, Alternatively, to Compel Assumption or Rejectionof Lease (the “Motion”).By lease agreement dated May 13, 2014, and together with related documents (the “Le

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Eric J. Taube (TX Bar No. 19679350) William R. Nix, III (TX Bar No. 24092902) Waller Lansden Dortch & Davis, LLP 100 Congress Ave., Suite 1800 Austin, Texas 78701 (512) 685-6400 (512) 685-6417 FAX Email: eric.taube@walle rlaw.com Email: trip.nix@,wallerlaw .com ATTORNEYS FOR UNIVERSITY MALL SOHO OWNER, LLC, UNIVERSITY MALL PORTWOOD, LLC AND UNIVERSITY MALL TIC OWNER, LLC IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: Case No. 20-32633-SGJ-11 STUDIO MOVIE GRILL (Chapter 11) HOLDINGS, LLC,1 (Jointly Administered) Debtors. 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); 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) (collectively, the “Debtors”).

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UNIVERSITY MALL SOHO OWNER, LLC, UNIVERSITY MALL PORT WOOD, LLC AND UNIVERSITY MALL TIC OWNER, LLC’s MOTION FOR DETERMINATION THAT THE LEASE HAS BEEN DEEMED REJECTED, OR, ALTERNATIVELY. TO COMPEL ASSUMPTION OR REJECTION OF LEASE University Mall Soho Owner, LLC, University Mall Portwood, LLC, and UniversityMall TIC Owner, LLC (collectively, “University Mall”), files this Motion for Determinationthat the Lease has been Deemed Rejected, or, Alternatively, to Compel Assumption or Rejectionof Lease (the “Motion”). In support of the Motion, University Mall respectfully states asfollows: INTRODUCTION 1. The Deadline2 to assume or reject leases in this case has passed, and the Debtor has failed to make a determination as to University Mall’s Lease. Accordingly, University Mall seeks an order from this Court determining that the Lease has been rejected as a matter of law pursuant to 11 U.S.C. § 365(d)(4). Alternatively, University Mall requests the Court set a fifteen day deadline by which the Debtor must make a determination regarding whether the Lease be assumed or rejected. JURISDICTION AND VENUE 2. This Court has jurisdiction under 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b)(2)(A) and/or (O). Venue is proper under 28 U.S.C. §§ 1408 and 1409. The basis for the relief requested herein is 11 U.S.C. § 365(d)(2) and (4). FACTS 3. By lease agreement dated May 13, 2014, and together with related documents (the “Lease”), University Mall, as successor-in-interest, leased to Movie Grill 2 Capitalized terms not otherwise defined in this introductory section shall have the meaning ascribed to them in the body of the Motion.

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Concepts XXIV, LLC (the “Movie Grill XXIV” or “Debtor”) certain premises (the“Premises”) in the University Mall located in Tampa, Florida (the “Property”). 4. On February 23, 2021, this Court entered an Order Confirming the 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 “Order”). Dkt. No. 672. Although in the Order, the Court set a continued hearing on the debtors collective right to argue for and request further extensions of the deadline to assume unexpired leases for March 16, and then later continued that hearing at the debtors’ request until the confirmation hearing on March 26, 2021, no order granting further extensions has been entered, and as a consequence, University Mall believes and asserts that the Lease has been deemed rejected. 5. In the Order, the Court stated that “cause exists to grant an extension of Section 365(d)(4) deadline for a period of thirty (30) days or the date of entry of an order confirming a plan, whichever occurs earlier.” Id. at f 2. After extensive marketing efforts and unsuccessful negotiations with University Mall, this Debtor has failed to confirm a plan and the Court has entered an order which converts the Debtor’s bankruptcy case to a case under Chapter 7 immediately prior to the Effective Date of the Plan confirmed in other related cases3. Accordingly, as reflected in the Order, the date by which the Debtor had to assume the Lease or it would be deemed rejected occurred on March 25, 2021 (the “Deadline”). However, the Lease has yet to be assumed. In fact, and although University Mall does not believe that such designation had any impact on the Lease because the plan for this bankruptcy case was 3 The Debtor has already vacated the premises and University Mall holds an administrative claim for post-petition use and occupancy that this Debtor, or a Chapter 7 Trustee, has no ability to cure.

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abandoned and not confirmed, the Lease was listed in the 4th Amended Plan on the “rejection list”. Debtor has not paid administrative rent since January, 2021. 6. Because the Deadline has passed and the Debtor has failed to assume the Lease, University Mall seeks an order from this Court confirming that the Lease has been rejected. Alternatively, to the extent that the Court finds the Lease has not been deemed rejected, University Mall requests the Court enter an order requiring the Debtor to promptly assume or reject the Lease. ARGUMENT AND AUTHORITIES A. The Lease is deemed rejected pursuant to the terms of the Order and Section 365(d)(4) of the Bankruptcy Code. 7. Section 365(d)(4) of the Bankruptcy Code requires a debtor in possession to assume or reject an unexpired lease of nonresidential real property by the earlier of 120 days after the order for relief or the date of the entry of an order confirming a plan. 11 U.S.C. § 365(d)(4). Although the Debtor may request an extension of this period, the extension must be requested before the period lapses. Id.; In re Simbaki, Ltd., 520 B.R. 241, 245 (Bankr. S.D. Tex. 2014) (motion to assume must be filed before expiration of 120-day period). 8. By its terms, Bankruptcy Code § 365(d)(4) can result in the automatic rejection of a lease of non-residential real property by operation of law if the trustee or debtor-in- possession does not move to assume or reject the lease within the time periods set forth in the statute. Eastover Bank for Savs. v. Sowashee Venture (In re Austin Dev. Co.), 19 F.3d 1077, 1079 (5th Cir. 1994). Once an unexpired lease of real property has been deemed rejected under this provision, the lease is breached, and the debtor is “required to surrender the premises” immediately. Id. at 1084. Indeed, “once the lease is rejected, the bankruptcy estate’s interest in the real property that is the subject of the lease terminates, and the property merely awaits

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disposition by the lessor through action in the Bankruptcy Court or through vindication of its state law rights.” Ga. Capital Group, LLC v. Strick Chex Newnan One, LLC (In re Stride Chex Newnan One, LLC, Case No. 15-11275-WHD, 2016 WL 3135749, at *3 (Bankr. N.D. Ga. May 12, 2016); see also Capital One, N.A. v. City of Alexandria, 439 B.R. 379, 397 (W.D. La. 2010) (“[P]arties’ rights post-rejection are governed by the terms of the lease and ordinary principles of state law....”). 9. In this case, University Mall requests an order from the Court pursuant to Bankruptcy Code § 365(d)(4) that the Lease has been deemed rejected. The Deadline has passed and no determination as to assumption or rejection of this Lease has been made. Accordingly, University Mall requests the Court affirm that the Lease has been rejected under the terms of the Order and under § 365(d)(4). B, Alternatively, University Mall requests the Court set a deadline for the Debtor to assume or reject the Lease. 10. Section 365(d)(2) of the Bankruptcy Code states: “the court, on the request of any party to such contract or lease, may order the [debtor-in-possession] to determine within a specified period of time whether to assume or reject such contract or lease.” 11 U.S.C. § 365(d)(2). This section provides a “remedy for a party to an unexpired lease who is suffering economic losses as a result of a bankruptcy ....” Memphis-Shelby County Airport Auth. V. Braniff Airways, Inc. (In re Braniff Airways, Inc.), 783, F.2d 1283, 1285 (5th Cir. 1986). 11. To the extent the Court does not conclude the Deadline has already passed, this Debtor has no ability to cure the significant arrearage due under the Lease, and has been otherwise unable to assign the Lease up to this point despite extensive and well documented efforts. Additionally, the Debtor has abandoned the property subject to the Lease and is not operating. A subsequently appointed Chapter 7 trustee cannot operate the business under the

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Lease, has no ability to generate funds for rent related to continued occupancy, and UniversityMall will need to lease the property as soon as possible, an option which is not available until theLease is terminated. Accordingly, to the extent the Court does not grant the relief requested inSection A of this Motion, University Mall requests that the Court set a deadline of 15 days bywhich the Debtor must assume or reject the Lease. WHEREFORE, University Mall respectfully requests that this Court enter anorder confirming that the Lease has been rejected as a matter of law, or, alternatively, set adeadline of 15 days by which the Debtor must assume or reject the Lease. Dated: April 5, 2021 Austin, Texas Respectfully submitted, Waller Lansden Dortch & Davis, LLP By:/?/ Eric J. Taube____________________ Eric Taube (Bar No. 19679350) William R. “Trip” Nix, III (Bar No. 24092902) 100 Congress Avenue, Suite 1800 Austin, Texas 78701 (512) 685-6400 (512) 685-6417 (FAX) Eric.taube@wallerlaw.com Trip.nix@wallerlaw.com ATTORNEYS FOR UNIVERSITY MALL SOHO OWNER, LLC,UNIVERSITY MALL PORTWOOD, LLC AND UNIVERSITY MALL TIC OWNER, LLC

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CERTIFICATE OF CONFERENCE I hereby certify that I have conferred with counsel for the Debtor, who has not agree do the content of this Motion, and as a consequence, should be listed as opposed. ______/s/ Eric J. Taube________________ Eric J. Taube CERTIFICATE OF SERVICE I hereby certify that on April 5, 2021, a true and correct copy of the foregoing document was served electronically upon those parties receiving the Court’s ECF e-mail notifications for this case. /s/ Eric J. Taube Eric J. Taube