Hearing Date: May 23, 2011 at 10:00 a.m. Donna H. Lieberman, Esq.

HALPERIN BATTAGLIA RAICHT, LLP 555 Madison Avenue 9th Floor New York, New York 10022 (212) 765-9100 And Ernie Zachary Park, Esq. BEWLEY, LASSLEBEN AND MILLER 13215 E. Penn. Street, Suite 510 Whittier, CA 90602 (562) 698-9771 Co-counsel to The Irvine Company UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re: METROPARK USA, INC. Debtor. --------------------------------------------------------x OBJECTION OF LANDLORD THE IRVINE COMPANY TO CURE AMOUNT AND ADEQUATE ASSURANCE AND RELATED PROCEDURES (Store No. 8) Landlord and creditor The Irvine Company (Landlord) hereby objects to the Motion of the Debtor for Order (A) Setting (i) Date to Conduct Auction of Debtors Interests in Certain Real Property Leases and Intellectual Property, and (2) Sale Hearing Date; (B) Approving Bidding Procedures and Terms of Auction; (C) Establishing Cure Amounts; (D) Authorizing Debtor to Enter into Lease Termination Agreements; (E) Approving and Authorizing Sale of Leases and Intellectual Property to Highest or Otherwise Best Bidder Free
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Chapter 11 Case No. 11-22866 (RDD)

and Clear of All Liens, Interests, Claims and Encumbrances Pursuant to 363 of the Bankruptcy Code; (F) Waiving the Requirements of Rule 6004 of the Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rule 6004 of the Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rule 6004-1 and (G) Granting Related Relief, dated May 12, 2011 (the Motion) of the above-captioned debtor and debtor in possession (the Debtor). In support of its objection, the Landlord respectfully alleges as follows: Background 1. By its Motion, the Debtor seeks an order that, among other things,

establishes (i) cure amounts for leases in the amounts set forth in Exhibit A to the proposed order attached to the Motion and (ii) procedures for addressing adequate assurance and related issues. The Landlord submits this objection to the Motion with respect to those issues. 2. The Landlord is the owner of the property located at 83 Fortune Drive,

Irvine, California (the Premises). The Landlord and the Debtor are parties to a pre-petition lease for the Premises (the Lease), which the Debtor identifies as store no. 8. Discussion The Cure Amount 3. Exhibit A to the proposed order lists the Debtors leases and alleged cure

amounts, and states that the amount due to the Landlord for the Premises through May 4, 2011 is $18,157.14. In fact, the amount currently due under the Lease is $35,950.53 (the Arrearage). A true and correct photocopy of Landlords accounting records, showing how the Arrearage was calculated, is attached hereto as Exhibit A, and incorporated herein by reference. 4. Amounts will, of course, continue to accrue through the date that the

Lease is assumed and assigned, and the Debtors proposed order provides that the Debtor shall

pay all post-petition rent arising and accruing from the Petition Date through the date of assignment. Proposed order, paragraph 4. However, the Motion and proposed order (i) do not clearly state whether the term rent includes all monetary charges due to landlords under the Debtors leases, or (ii) whether the Debtor or the assignee of the Lease will be responsible for periodic adjustments under the Lease for charges such as, among other things, real estate taxes and common area maintenance, regardless of whether those adjustments are for the period before or after the date of assignment. 5. The Landlord therefore objects to the Motion, and asks that any order

reflect that the cure amount through May 2011 is the amount of the Arrearage, and that the Lease cannot be assumed and assigned absent prompt payment of the Arrearage and any other amounts due under the Lease after May 2011 and through the date of the assumption and assignment. 6. In addition, the Landlord requests that the proposed order be modified to

reflect that the assignee of the Lease shall be obligated to pay periodic adjustments under the Lease that become due after the date of assignment, regardless of whether those adjustments are for the period before or after such date. Adequate Assurance Procedures 7. The Motion also asks this Court to approve procedures under which an

auction will be held on May 26th, and adequate assurance information will be provided to affected landlords one business day after the auction (i.e., May 27th). See Proposed Bidding Procedures, paragraph (C)(6)(f). The objection deadline proposed by the Debtor with respect to the sale of leases generally and adequate assurance issues specifically is May 27, 2011 at 5:00 p.m.

8.

The Landlord respectfully submits that the schedule proposed by the

Debtor -- which requires that objections be filed on the same day that the Landlord is notified of the identity of the winning bidder and provided with the adequate assurance package for that bidder -- does not provide the Landlord with sufficient notice or opportunity to review and respond to the information provided. 9. as follows: a) Notice of the identity of the winning bidder, with a copy of that bidders adequate assurance information to be provided to the affected landlord and its counsel so as to be received no later than 5:00 p.m. New York time on May 26, 2011; and Landlords objections to be filed and served (with service by Pacer for parties who receive Pacer notice and via e-mail or facsimile for other service parties) by noon New York time on May 31, 2011. 1 Reservation of Rights 10. The Landlord reserves its rights to amend and/or supplement this objection The Landlord therefore requests that the proposed procedures be modified

b)

and/or its cure claim to reflect additional amounts that become due and owing, including but not limited to (i) any amounts that accrue under the Lease after May, 2011, and (ii) periodic adjustments for charges such as, among other things, real estate taxes and common area maintenance, as provided by the Lease. 11. The Landlord also reserves the right to join in the objections of other

landlords, provided that such objections are not inconsistent with this objection, and to assert objections, if any, to the sale, assumption and assignment of its Lease on any grounds.

The date proposed by the Debtor for both providing information and the filing and service of objections by landlords relating to that information is May 27th, the Friday immediately before the Memorial Day weekend. In the event that the Court adopts the dates proposed by the Landlord May 26 th at 5:00 p.m. for receipt of information by the landlords and May 31, 2011 at noon for objections, landlords will have approximately one and a half business days in which to respond to the adequate assurance packages about the winning bidders.

Conclusion WHEREFORE, the Landlord requests that the Court enter an order (i) requiring payment of the cure amount in an amount not less than the Arrearage, plus such additional amounts that become due after May 2011 under the Lease, (ii) modifying the procedures relating to notice of winning bidders and adequate assurance as proposed herein, and (iii) granting the Landlord such other and further relief as the Court deems just and proper. Dated: New York, New York May 19, 2011 HALPERIN BATTAGLIA RAICHT, LLP By: /s/ Donna H. Lieberman Donna H. Lieberman, Esq. 555 Madison Avenue 9th Floor New York, New York 10022 (212) 765-9100 And Ernie Zachary Park, Esq. BEWLEY, LASSLEBEN AND MILLER 13215 E. Penn. Street, Suite 510 Whittier, CA 90602 (562) 698-9771

Co-counsel to The Irvine Company