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Full title: Reply (Debtors' Omnibus Reply in Support of Debtors' Motion, Pursuant to Bankruptcy Code Sections 365(b) and 554(a), Seeking Entry of Order (I) Authorizing Debtor Urban Commons Queensway, LLC to Reject Certain Executory Contracts and Unexpired Leases and Subleases Nunc Pro Tunc to Surrender Date and (B) Abandon Any Remaining Personal Property Located at Leased Premises and (II) Granting Related Relief) (related document(s)843, 870, 873) Filed by EHT US1, Inc. (Attachments: # 1 Exhibit A - Revised Proposed Order (Clean) # 2 Exhibit B - Revised Proposed Order (Blackline) # 3 Exhibit C - Email from Debtors to City Dated May 17, 2021 # 4 Exhibit D - E-mail from Debtors to City Dated June 3, 2021) (Dean, G.) (Entered: 07/02/2021)
Document posted on Jul 1, 2021 in the bankruptcy, 12 pages and 0 tables.
Bankrupt11 Summary (Automatically Generated)
Authorizing Debtor Urban Commons Queensway, LLC to Reject Certain Executory Contracts and Unexpired Leases Nunc Pro Tunc to Surrender Date and Abandon Any Remaining Personal Property Located at Leased 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657);As the City notes, the Debtors removed the Evolution contract from the schedule of rejected contracts filed with that motion, and final order approving that motion “did not include the Evolution contracts relating to the Queen Mary.”In re Chi-Chi’s Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) (appropriate date for rejection effectiveness was “day the Debtors surrendered the premises to the Landlords, and the Landlords were able to enter into agreements with the current tenants”); see generally In re At Home Corp., 392 F.3d at 1068-69 (discussing retroactive rejection under so-called “Shopping Center Amendments” and noting that, prior to amendments, “landlords could not rent the unused space until the proceedings terminated”). That being said, and for the avoidance of doubt, the Queen Mary Debtor neither owns nor possesses the Scorpion and, to the extent the City intends to argue otherwise in support of any claim or request for affirmative relief, the Debtors reserve all rights accordingly.19 18 However, in connection with the rejection of its contract, SeeTickets requests (i) clarification that personal property it owns and loaned to the Debtors will not be abandoned in connection with the Motion, (ii) clarification that its intellectual property will not be used by any party absent an agreement with SeeTickets, (iii) that the Debtors provide notice of a “Surrender Date” to non-debtor counterparties to rejected contracts; and (iv) additional time to file a proof of claim for rejection damages.
List of Tables
Document ContentsIN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ----------------------------------------------------------- x : In re: : Chapter 11 : EHT US1, Inc., et al., : Case No. 21-10036 (CSS) : : (Jointly Administered) Debtors.1 : : Re: D.I. 843, 870, 873 ----------------------------------------------------------- x DEBTORS’ OMNIBUS REPLY IN SUPPORT OF DEBTORS’ MOTION, PURSUANT TO BANKRUPTCY CODE SECTIONS 365(b) AND 554(a), SEEKING ENTRY OF ORDER (I) AUTHORIZING DEBTOR URBAN COMMONS QUEENSWAY, LLC TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES AND SUBLEASES NUNC PRO TUNC TO SURRENDER DATE AND (B) ABANDON ANY REMAINING PERSONAL PROPERTY LOCATED AT LEASED PREMISES AND (II) GRANTING RELATED RELIEF EHT US1, Inc. and its affiliated debtors and debtors in possession (the “Debtors”) hereby file this reply (the “Reply”) (i) in further support of the Debtors’ Motion, Pursuant to Bankruptcy Code Sections 365(b) and 554(a), Seeking Entry of Order (I) Authorizing Debtor Urban Commons Queensway, LLC to Reject Certain Executory Contracts and Unexpired Leases Nunc Pro Tunc to Surrender Date and Abandon Any Remaining Personal Property Located at Leased 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (9915); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications).
1Premises and (II) Granting Related Relief [Docket No. 843] (the “Motion”)2 and (ii) in response to the limited objections filed by the City of Long Beach3 (the “City” and the “City Limited Objection”) and by Vivendi Ticketing U.S. LLC d/b/a SeeTickets4 (“SeeTickets” and the “SeeTickets Limited Objection”) (together with the City Limited Objection, the “Limited Objections”). In support of this Reply, the Debtors respectfully represent as follows: REPLY 1. As the Limited Objections each expressly concede, section 365(a) of the Bankruptcy Code permits the Debtors to reject their unexpired leases and executory contracts with the City and with SeeTickets.5 For the reasons discussed below, the Limited Objections should be overruled.6 Moreover, as discussed herein, the Debtors, the City and SeeTickets are currently discussing revisions to the Proposed Order that aim to consensually resolve the SeeTickets Limited Objection. However, in the event that a consensual resolution is not reached, the Debtors intend to move forward with a revised proposed order in the form attached hereto as 2 Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Motion. 3 See Docket No. 870. 4 See Docket No. 873. 5 City Ltd. Obj., at 2 (“The City has no objection to the Debtor’s rejection of the leases between the Debtor and the City. It is within the Debtor’s business judgment as to whether to assume or reject leases.”); SeeTickets Ltd. Obj. ¶ 10 (“SeeTickets recognizes it has no material ground to prevent [the Debtor] from rejecting [the parties’ agreement].”). 6 For the avoidance of doubt, the Debtors submit that the City’s limited objection [Docket No. 803] to the Debtors’ Motion for Order, Under Section 365(d)(4) of the Bankruptcy Code and Bankruptcy Rule 9006, Extending Time Within Which Debtors May Assume or Rejected Unexpired Leases of Nonresidential Real Property [Docket No. 701], dated May 14, 2021 (the “Extension Motion”), is moot in light of the Debtors having filed the Motion to reject the QM Leases on June 4, 2021. (As the Court will recall, the Court previously granted the Extension Motion as to all leases, except the QM Leases, by order dated June 8, 2021. See Docket No. 850.) In particular, pursuant to Local Bankruptcy Rule 9006-2, because the Extension Motion was filed prior to the expiration of the period to assume or reject the QM Leases (which was 120 days after the Petition Date, i.e., May 18, 2021), that period was “automatically extended until the Court acts on the [Extension Motion], without the necessity for the entry of a bridge order.” Accordingly, whether the Court grants or denies the Extension Motion as it relates to the QM Leases, the period to assume or reject the QM Leases is extended until the Court takes action on the Extension Motion.
2Exhibit A, which provides, among other things that (a) nothing in such order shall constitute a disposition of any personal property that is not property of the Queen Mary Debtor (including, without limitation, the Loaned Equipment and the SeeTickets’ IP) to any other person or entity, including the City, nor shall any party use the Loaned Equipment and the SeeTickets’ IP without SeeTickets’ prior written approval, and (b) the City shall make reasonable arrangements to either return the Loaned Equipment to SeeTickets or provide SeeTickets’ agents or representatives with reasonable access to the Leased Premises for the purpose of permitting SeeTickets to retrieve and collected the Loaned Equipment.7 I. City Limited Objection Should Be Overruled 2. On June 4, 2021 (the date of the filing of the Motion), the Debtors surrendered the Leased Premises to the City. The City (i) objects to the Motion’s request that rejection of the QM Leases be effective nunc pro tunc to the Surrender Date, (ii) argues that the Court cannot approve rejection at all until the Debtors pay all expenses and obligations that the City claims has accrued under the QM Leases since the Petition Date, and (iii) objects to the Motion to the extent it seeks to abandon to the City the Scorpion, the 1970s era Soviet submarine permanently docked adjacent to the Queen Mary. These objections are wrong on the facts, the law, or both, and should be overruled. a. Nunc Pro Tunc Relief Is Appropriate Under the Circumstances 3. As explained in the Motion, courts in this district and others evaluate a request for nunc pro tunc relief under a “balance of the equities” test, and grant such relief—giving a debtor’s rejection of an unexpired lease retroactive effect—when the balance of equities weighs in the debtor’s favor. See e.g., In re Chi-Chi’s, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004); In 7 A blackline of the revised proposed order is attached hereto as Exhibit B.
3re Extraction Oil & Gas, 622 B.R. 608, 631 (Bankr. D. Del. 2020); In re Rupari Holding Corp., No. 17-10793 (KJC), 2017 WL 5903498, at *6 (Bankr. D. Del. Nov. 28, 2017). 4. The City objects to the Debtors’ request for nunc pro tunc relief on the basis that the Debtors provided a mere “48 hours’ notice” to the City on June 2, 2021 of their intent to surrender the Leased Premises on June 4, 2021. This alleged lack of notice purportedly deprived the City of a meaningful opportunity to prepare for resuming its ownership obligations in connection with a “complex commercial leasehold.”8 5. The City misstates the facts. The Debtors in fact notified the City via email on May 17, 2021 that the Queen Mary Debtor would reject the QM Leases if the Debtors were not able to close a sale transaction with respect thereto.9 The City, then, had ample notice of, and time to prepare for, a possible rejection. The City was fully empowered to use this information to make advance preparations for a potential surrender of the Leased Premises. Nevertheless, the City has appeared to take no pre-emptive action, doing “nothing to mitigate [its] damages.” In re Extraction Oil & Gas, 622 B.R. 608, 631 (Bankr. D. Del. 2020). 6. In any event, the notice the City concedes it received was itself legally sufficient. Courts evaluating a request for nunc pro tunc relief do consider the timeliness of the underlying rejection motion. However, as this Court has explained, the key consideration is not how many days the lease counterparty had to prepare for the rejection. Instead, the timeliness analysis focuses on whether the debtors “sought the relief requested as soon as they determined that the rejection of the [leases] was in the best interests of their estates.” In re Extraction Oil & Gas, 622 B.R at 631; see also Pac. Shores Dev., LLC v. At Home Corp. (In re At Home Corp.), 392 8 City Ltd. Obj., at 9. 9 E-mail from Debtors to City (May 17, 2021, 11:48a.m.), attached hereto as Exhibit C.
4F.3d 1064, 1073 (9th Cir. 2004) (upholding a finding that retroactive relief was justified because the debtor filed its motion for rejection “virtually as soon as possible in this particular case”); In re Amber’s Stores, Inc., 193 B.R. 819, 827 (Bankr. N.D. Tex. 1996) (granting rejection of an unexpired lease retroactive to the petition date because the debtor had “vacated the premises pre-petition, and served a motion to reject the lease as soon as possible.”). 7. As explained in the Motion, the bid deadline under the Bidding Procedures was May 14, 2021—only three days prior to the Debtors’ first warning to the City that there may not be a transaction for the Queen Mary and the Debtors would, accordingly, reject the QM Leases. As further explained in the Motion, the Debtors received, and continued to evaluate, late bids through June 3, 2021. And, as the City has conceded, throughout this period the Debtors exchanged numerous calls and emails with the City in an effort to ensure that the City had almost real-time updates of the status of the surrender of the Leased Premises and the Motion. 8. Finally, and as explained in the Motion, on June 4, 2021 the Debtors received and reviewed emails from the financial advisor to CGH, purporting to address certain deficiencies in the Second QM Bid. Because the Debtors determined that these deficiencies were not, in fact, resolved, they filed the Motion and surrendered the Leased Premises that same date. As such, there can be no doubt that the Motion was timely and was filed as soon as the Debtors determined that rejection was in the best interests of their estates.10 10 On May 14, 2021, the Debtors filed a motion to reject certain “Management and Franchise Related Contracts” [Docket No. 702]. As originally filed, that motion would have rejected the management contract for Evolution Hospitality, LLC as manager of the Queen Mary. As the City notes, the Debtors removed the Evolution contract from the schedule of rejected contracts filed with that motion, and final order approving that motion “did not include the Evolution contracts relating to the Queen Mary.” City Ltd. Obj., at 3, n.2. While not clear from its papers, it appears that the City believes that this “change of heart” is evidence of the Debtors’ delay in rejecting the Queen Mary Leases. This is not the case. To the contrary, the Debtors removed the Evolution contract from the prior rejection schedule for the simple reason that the May 14 motion expressly explained that it related to contracts in place at hotels the Debtors were selling—which was obviously not applicable to the Queen Mary and the related Evolution contract, which contract was originally included only inadvertently.
59. Courts also consider the allocation of prejudice or harm to the parties in balancing the equities. In re Rupari Holding Corp., No. 17-10793 (KJC), 2017 Bankr. LEXIS 4095, at *14 (Bankr. D. Del. Nov. 28, 2017) (finding nunc pro tunc rejection of a lease warranted because it would prejudice neither the debtors nor the lease counterparties); In re Phila. Newspapers, LLC, 424 B.R. 178, 185 (Bankr. E.D. Pa. 2010) (finding “no obvious prejudice” to the contract counterparty in approving a retroactive rejection of an executory contract.) 10. The City has failed to show that it has incurred, or will incur, actual harm caused by the requested relief. Courts have explained that a landlord is harmed if the debtor’s action (or inaction) prevent the landlord from entering into agreements with new tenants. See, e.g., In re Chi-Chi’s Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) (appropriate date for rejection effectiveness was “day the Debtors surrendered the premises to the Landlords, and the Landlords were able to enter into agreements with the current tenants”); see generally In re At Home Corp., 392 F.3d at 1068-69 (discussing retroactive rejection under so-called “Shopping Center Amendments” and noting that, prior to amendments, “landlords could not rent the unused space until the proceedings terminated”). However, the QM Hotel has been closed for well over a year and the City’s own position (taken in numerous pleadings) is that the QM Hotel will require extensive repair work before it can operate in a safe manner. As such, the City’s ability (or inability) to re-let the QM Hotel and renew its revenue stream is unrelated to the Motion or the purportedly insufficient notice of the Surrender Date. 11. Indeed, the City has not alleged that it incurred, or will incur, any actual harm caused by the Debtors’ purportedly insufficient notice and related request for nunc pro tunc relief. Rather, the City asserts only “the lack of reasonable notice provided by the Debtor as to
6surrender had the potential to place the City’s property at risk.”11 The City thus refers only to vague, speculative harm that it does not allege actually came to pass. 12. Furthermore, the City conflates burdens flowing from the surrender of property with the alleged “harm” caused by a purportedly insufficient notice period, including the City’s assumption of caretaker costs, insurance coverage, and “the costs . . . of keeping the leased premises safe and secure.”12 All of these duties must be assumed by the City post-rejection regardless of timing, and do not constitute “harm” stemming from a grant of nunc pro tunc relief. 13. Lastly, any harm the City may have suffered because of the purported insufficiency of the notice (as opposed to the consequences of the rejection itself) was self-inflicted. The City’s chief complaint seems to be that it was “unnecessarily” forced to “make immediate arrangements with Evolution” for caretaker services. As noted above, it is not clear how this relates to the purported lack of notice: as owner of the Leased Premises, the City would have to resume those responsibilities after rejection and surrender, regardless of any notice period. 14. Regardless, and to the extent the City is concerned that it had to make these arrangements “immediately,” the City conveniently ignores that the Debtors offered to continue paying for Evolution’s services after the June 4 surrender date through June 8, 2021 if the City would agree that it would not point to Evolution’s continued presence on the property as evidence that the June 4 surrender was ineffectual and that the Debtors had not, in fact, vacated the premises. 13 The City, however, expressly rejected this offer. It is, therefore, inequitable 11 City Ltd. Obj., at 8-9 (emphasis added). 12 City Ltd. Obj., at 9. 13 E-mail from Debtors to City (June 3, 2021, 11:24a.m.), attached hereto as Exhibit D.
7(and inaccurate) for the City to now complain that the Debtors forced the City to make immediate arrangements with Evolution. 15. As explained in the Motion, the Debtors are seeking retroactive rejection of the QM Leases as of the Surrender Date, relief that is frequently granted by courts in this and other districts.14 This prevents the incurrence of administrative costs in connection with premises the Debtors have already surrendered and, as explained in the Motion and in this Reply, does not impose additional or unfair burdens on the City. As such, the balance of equities weighs in favor of the Debtors, and the requested nunc pro tunc relief should be granted. b. Rejection Cannot Be Conditioned on Payment of Outstanding Lease Obligations 16. Along with its objection to nunc pro tunc relief, the City argues that section 365(d)(3) of the Bankruptcy Code requires the Debtors to pay administrative expenses in the form of rent and utility costs as a condition to the rejection of the QM Leases.15 The City provides no support for its novel interpretation of section 365(d)(3). 17. To the contrary, courts have explained that the concept of “cure” for defaults on unexpired leases or executory contracts pertains only to the assumption of such leases or contracts under section 365, not their rejection. Indeed, one of the very purposes of rejection is to relieve the debtor “of the duty of continuing post-petition performance on a contract,” and it “would frustrate the entire purpose of rejection if, in order to reject and thereby be relieved of a 14 See Mot. ¶ 33 (noting that courts have repeatedly found the date that the debtor vacated or surrendered the leased premises to be appropriate and equitable for retroactive rejection). 15 See City Ltd. Obj., at 3 (arguing that “the Debtor owes significant administrative expenses on accounts of these leases,” and that the “Court should require the Debtors to pay these expenses prior to, or at a minimum concurrently with the rejection of the leases”). For the avoidance of doubt, the Debtors do not concede that the various claims the City has asserted are “obligations” of the type subject to section 365(d)(3) of the Bankruptcy Code, are, in fact, subject to such section, and the Debtors reserve all rights accordingly.
8burdensome executory contract, the debtor was required, as a condition to doing so, to comply with one of the very aspects of the agreement that is burdensome.” In re Ames Dep’t Stores, Inc., 306 B.R. 43, 52 (Bankr. S.D.N.Y. 2004) (rejecting arguments that defaults under lease had to be cured prior to rejection, as “any such holding would eviscerate the important benefits provided under the Code to reject burdensome lease obligations”); see also In re Circle K Corp., No. B-90-5052-PHX-GBN, 1991 WL 349900, at *1 (Bankr. D. Ariz. Apr. 5, 1991) (noting that section 365 requires “a cure of all defaults and compensation for losses caused by defaults prior to assumption of a lease”) (emphasis in original); see generally In re Orama Hosp. Grp., Ltd., 601 B.R. 340, 349 (Bankr. D.N.J. 2019) (“It seems incongruous that the Bankruptcy Code would grant a debtor the right to reject (and thus breach) a contract while preserving the right of the counter-party to compel performance of the same contract.”). 18. To apply section 365(d)(3) as urged by the City would force the Debtors into an assumption by default—which would paradoxically also require the Debtors to pay 365(b) cure costs the City claims as a condition to rejection. This is not the purpose of section 365, which aims to unburden a debtor from impediments to a successful reorganization, not laden it with unnecessary obligations.16 c. Motion Does Not Seek to Abandon Scorpion to City 19. Finally, the City demands that the Queen Mary Debtor “clarify its intent with respect to the Scorpion,”17 a 1970s-era Soviet submarine docked alongside the Queen Mary, which the City fears the Debtors intend to abandon to the City. According to the City, “any such 16 That the City seeks payments of amounts allegedly owing under section 365(d)(3) does not change the analysis. While courts have differed regarding the timing of payments under section 365(d)(3), that issue is not in front of the Court, and the Debtors have not located—and the City has not cited—a single authority concluding that satisfaction of section 365(d)(3) obligations is a condition to rejection. 17 City Ltd. Obj., at 11.
9proposed abandonment by the [Queen Mary] Debtor should be denied by the Court, as the [Queen Mary] Debtor cannot shift the burden of disposing of its personal property onto the City in connection with the Motion.”18 20. The City’s request for clarification is easily resolved: the Debtors’ request to abandon to the City any Remaining Property does not apply to the Scorpion. In fact, the Motion does not seek any relief whatsoever with respect to the Scorpion, and the City’s concerns about the Scorpion’s ultimate fate are irrelevant to the instant Motion. 21. Moreover, while coached as a request for “clarification,” the City Limited Objection appears to request an affirmative finding from this Court that the Queen Mary Debtor owns or possesses the Scorpion. As noted, this is not the forum for any such finding, as it has no bearing on any relief requested by the Debtors. If the City intends to seek any affirmative relief, or assert any claim against the Debtors, in connection with the Scorpion, it should so by appropriate motion, subject to the applicable burdens of proof. That being said, and for the avoidance of doubt, the Queen Mary Debtor neither owns nor possesses the Scorpion and, to the extent the City intends to argue otherwise in support of any claim or request for affirmative relief, the Debtors reserve all rights accordingly.19 18 City Ltd. Obj., at 4. 19 To that end, the Debtors note that the City’s submissions to date do not even approach establishing that the Debtors owns or possesses the Scorpion. On June 30, 2021, the City filed a supplemental declaration meant to provide further support for the “City’s belief that that the Scorpion submarine is either personal property belonging to the Debtor or is otherwise possessed by the Debtor.” See Docket No. 896 ¶ 4. But even that declaration ultimately acknowledges that the “City is not aware as to whether the Debtor actually owns the submarine at this point” and that the City is unable to say more than it believes that the Debtor “may have” rights in the submarine. Id. at 4.f.
10II. SeeTickets Limited Objection and Revised Proposed Order 22. SeeTickets and the Queen Mary Debtor are party to a prepetition contract relating to the ticketing of certain events and attractions at the Queen Mary. Because it will no longer be operating the QM Hotel, the Queen Mary Debtor has moved to reject that contract, and SeeTickets concedes that it has no objection to that rejection. 23. However, in connection with the rejection of its contract, SeeTickets requests (i) clarification that personal property it owns and loaned to the Debtors will not be abandoned in connection with the Motion, (ii) clarification that its intellectual property will not be used by any party absent an agreement with SeeTickets, (iii) that the Debtors provide notice of a “Surrender Date” to non-debtor counterparties to rejected contracts; and (iv) additional time to file a proof of claim for rejection damages. 24. The Debtors, the City (who is currently in possession of the Leased Premises) and SeeTickets are engaged in discussions regarding the consensual resolution of the SeeTickets Limited Objection, have made significant progress on an agreed order, and aim to submit agreed-upon language in the form of a revised Proposed Order in the coming days (and ideally before the July 7, 2021 hearing). However, in the event that a consensual resolution is not reached, the Debtors intend to move forward with a revised proposed order in the form attached hereto as Exhibit A. [Remainder of page intentionally left blank.]
11WHEREFORE, the Debtors respectfully request that the Court overrule the Limited Objections, grant the Motion, and grant such other relief as is just and proper. Dated: July 2, 2021 COLE SCHOTZ P.C. Wilmington, Delaware /s/ G. David Dean Seth Van Aalten (admitted pro hac vice) G. David Dean (No. 6403) Justin R. Alberto (No. 5126) 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 Facsimile: (302) 574-2103 Email: email@example.com firstname.lastname@example.org email@example.com - and - PAUL HASTINGS LLP Luc A. Despins (admitted pro hac vice) G. Alexander Bongartz (admitted pro hac vice) 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 Email: firstname.lastname@example.org email@example.com Counsel to Debtors and Debtors in Possession