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Full title: Objection to (related document(s): 364 Notice (generic) filed by Debtor Studio Movie Grill Holdings, LLC) filed by Creditor EpiCentre SPE (Charlotte). (Power, Craig)

Document posted on Jan 12, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

EpiCentre SPE (Charlotte), LLC (“Landlord”), by and through counsel, hereby files this Objection (the “Objection”) to the assumption and assignment of its Lease (as hereinafter defined), as set forth in that certain Amended Notice of Executory Contracts and Unexpired Leases Which May be Assumed and Assigned, Pursuant to Section 365 of the Bankruptcy Code, In Connection With the Sale of Substantially All of the Debtors’ Assets and the Proposed Cure Amounts With Respect Thereto [Docket No. 364] (the “Notice”).As more fully set forth in this Objection, Landlord objects to any assumption or assumption and assignment of its Lease based on the prior rejection of such Lease. Landlord leased the Property to MGC XV pursuant to that certain Lease Agreement dated as of December 28, 2012, by and between MV EpiCentre II LLC (“MVE”), as predecessor-in-interest by indirect assignment to Landlord, as landlord, and MGC XV, as tenant, as amended pursuant to that certain First Amendment to Lease Agreement dated as of January 23, 2013, by and among MVE, as landlord, MGC XV, as tenant, and Studio Movie Grill Holdings, LLC, as guarantor (as amended and collectively with all other amendments, addenda, attachments and exhibits thereto, the “Lease”).Pursuant to the Notice, Debtors (a) provide notice to, among other counterparties, Landlord of the potential assumption and assignment of its Lease to the Prevailing Purchaser (as defined in the Notice); and (b) assert, and seek to fix, the cure amounts due with respect to, among other executory contracts and unexpired leases, the Lease.Pachulski Stang Ziehl & Jones LLP 250 Vesey Street 780 Third Avenue, 34th Floor New York, New York 10281

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Travis M. Brown Texas Bar No. 24061890 Craig E. Power Texas Bar No. 16210500 COKINOS | YOUNG Crestview Tower 105 Decker Court, Suite 800 Irving, Texas 75062 Telephone: (817) 635-3600 Facsimile: (817) 635-3633 Email: TBrown@cokinoslaw.com —and— Lisa M. Peters Pro Hac Vice Application to Follow KUTAK ROCK LLP 1650 Farnam Street Omaha, Nebraska 68102 Telephone: (402) 346-6000 Facsimile: (402) 346-1148 Email: Lisa.Peters@kutakrock.com Counsel to EpiCentre SPE (Charlotte), LLC IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISON § In re: § Chapter 11 § STUDIO MOVIE GRILL HOLDINGS, § Case No. 20-32633-SGJ LLC, et al.,1 § § (Jointly Administered) Debtors. § § OBJECTION OF EPICENTRE SPE (CHARLOTTE), LLC TO AMENDED NOTICE OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES WHICH MAY BE ASSUMED AND ASSIGNED, PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE, IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS AND THE PROPOSED CURE AMOUNTS WITH RESPECT THERETO 1 A complete list of the Debtors in these Chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://www.donlinrecano.com/Clients/smgh/Index.

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TO THE HONORABLE STACEY G.C. JERNIGAN, UNITED STATES BANKRUPTCY JUDGE: EpiCentre SPE (Charlotte), LLC (“Landlord”), by and through counsel, hereby files this Objection (the “Objection”) to the assumption and assignment of its Lease (as hereinafter defined), as set forth in that certain Amended Notice of Executory Contracts and Unexpired Leases Which May be Assumed and Assigned, Pursuant to Section 365 of the Bankruptcy Code, In Connection With the Sale of Substantially All of the Debtors’ Assets and the Proposed Cure Amounts With Respect Thereto [Docket No. 364] (the “Notice”). As more fully set forth in this Objection, Landlord objects to any assumption or assumption and assignment of its Lease based on the prior rejection of such Lease. In support of this Objection, Landlord respectfully states the following: BACKGROUND I. Procedural History. 1. On or about October 23, 2020, the above-captioned debtors and debtors in possession (the “Debtors”), including Movie Grill Concepts XV, LLC (“MGC XV”), each filed their respective voluntary petitions for relief under Chapter 11 of 11 U.S.C. § 101 et seq. Each of the Debtors have continued to operate their respective businesses and manage their respective properties as debtors-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108. II. The Property and Lease. 2. Landlord owns that certain nonresidential real property and the buildings and improvements thereon located at 210 East Trade Street, Suites D-362, E-290, and E-490, Charlotte, North Carolina 28202 (the “Property”). Landlord leased the Property to MGC XV pursuant to that certain Lease Agreement dated as of December 28, 2012, by and between MV EpiCentre II LLC (“MVE”), as predecessor-in-interest by indirect assignment to Landlord, as landlord, and MGC

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XV, as tenant, as amended pursuant to that certain First Amendment to Lease Agreement dated as of January 23, 2013, by and among MVE, as landlord, MGC XV, as tenant, and Studio Movie Grill Holdings, LLC, as guarantor (as amended and collectively with all other amendments, addenda, attachments and exhibits thereto, the “Lease”). MVE assigned, conveyed, transferred, and set over all of its right, title, and interest in, to, and under the Lease to Landlord. III. The Notice. 3. Pursuant to the Notice, Debtors (a) provide notice to, among other counterparties, Landlord of the potential assumption and assignment of its Lease to the Prevailing Purchaser (as defined in the Notice); and (b) assert, and seek to fix, the cure amounts due with respect to, among other executory contracts and unexpired leases, the Lease. The Notice states that according to Debtors’ books and records, the cure amount for the unpaid monetary obligations under the Lease is $521,529.62. See Notice. OBJECTION 4. The Lease cannot be assumed or assumed and assigned by Debtors because the Lease was rejected as of October 26, 2020. 5. Specifically, on the Petition Date, Debtors filed (a) that certain Debtors’ Expedited Motion for Entry of an Order Under Section 365 and 554 of the Bankruptcy Code (I) Authorizing the Debtors to Reject Certain Unexpired Commercial Real Property Leases Effective as of October 23, 2020; and (II) Granting Related Relief [Docket No. 13] (the “Original Motion”); and (b) that certain Debtors’ Expedited Motion for Entry of an Order Under Section 365 and 554 of the Bankruptcy Code (I) Authorizing the Debtors to Reject Certain Unexpired Commercial Real Property Leases Effective as of October 23, 2020; and (II) Granting Related Relief [Docket No. 33] (the “Rejection Motion”).

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6. The Original Motion and the Rejection Motion each sought to reject, inter alia, the Lease. See Original Motion at ¶¶ 11 – 13 and 33; Rejection Motion at ¶¶ 11 – 13 and 33. 7. On October 30, 2020, the Court granted the relief sought in the Rejection Motion and entered that certain Order Granting Expedited Motion for Order Under Section 365 and 554 of the Bankruptcy Code (I) Authorizing the Debtors to Reject Certain Unexpired Commercial Real Property Leases Effective as of October 23, 2020; and (II) Granting Related Relief [Docket No. 101] (the “Rejection Order”). 8. Pursuant to the Rejection Order, the Lease was rejected effective as of October 26, 2020 (the “Rejection Effective Date”). See Rejection Order at ¶ 2. 9. Upon the effective date of the rejection of the Lease, Debtors were required to surrender the Property to Landlord. See 11 U.S.C. § 365(d)(4)(A). 10. Landlord presently has possession of the Property and has had possession of the Property at all times since the Rejection Effective Date. 11. Because the Lease was previously rejected as of the Rejection Effective Date pursuant to the Rejection Order, and Debtors are no longer in possession of the Property, the Lease cannot be assumed or assumed and assigned by Debtors. Landlord objects to any assumption or assumption and assignment of the Lease as a result of the foregoing rejection thereof. RESERVATION OF RIGHTS 12. Landlord reserves all rights to amend, supplement, and modify this Objection at any time and in any manner. CONCLUSION 13. Debtors previously rejected the Lease, such rejection has become effective, and Debtors no longer have possession of the Property. Accordingly, Landlord objects to any assumption or assumption and assignment of the Lease.

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WHEREFORE, Landlord (a) objects to any attempt or effort to assume or assume and assign the Lease; (b) reserves the right to further object to any assumption or assumption and assignment of the Lease for any reason; and (c) requests such other and further relief as may be just and required under all of the circumstances. Dated: January 13, 2021 Respectfully submitted, COKINOS | YOUNG By: /s/ Travis M. Brown Travis M. Brown Texas Bar No. 24061890 Craig E. Power Texas Bar No. 16210500 Crestview Tower 105 Decker Court, Suite 800 Irving, Texas 75062 Telephone: (817) 635-3600 Facsimile: (817) 635-3633 TBrown@cokinoslaw.com CPower@cokinoslaw.com —and— KUTAK ROCK LLP Lisa M. Peters Pro Hac Vice Application to Follow 1650 Farnam Street Omaha, Nebraska 68102 Telephone: (402) 346-6000 Facsimile: (402) 346-1148 Email: Lisa.Peters@kutakrock.com Counsel to EpiCentre SPE (Charlotte), LLC

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CERTIFICATE OF SERVICE I hereby certify that on January 13, 2021, a true and correct copy of the foregoing document was served on (a) all parties consenting to electronic service in this case via the electronic case filing system (CM/ECF) for the Northern District of Texas; and (b) by electronic mail on the parties noted below: Law Offices of Frank J. Wright Vinson & Elkins LLP 2323 Ross Avenue, Suite 730 2001 Ross Avenue, Suite 3900 Dallas, Texas 75201 Dallas, Texas 75201 Attn: Frank J. Wright, Esq. Attn: William L. Wallander, Esq. Attn: Jeffery M. Veteto, Esq. Attn: Bradley R. Foxman, Esq. Email: frank@fjwright.law Email: bwallander@velaw.com Email: jeff@fjwright.law Email: bfoxman@velaw.com Counsel to the Debtors Counsel to the Agent Jones Day Pachulski Stang Ziehl & Jones LLP 250 Vesey Street 780 Third Avenue, 34th Floor New York, New York 10281 New York, New York 10017 Attn: John E. Mazey, Esq. Attn: Jeffrey Pomerantz, Esq. Attn: Michael C. Schneidereit, Esq. Attn: Robert Feinstein, Esq. Attn: Nicholas J. Morin, Esq. Attn: Steven Golden, Esq. Email: jemazey@jonesday.com Email: jpomerantz@pszjlaw.com Email: mschneidereit@jonesday.com Email: rfeinstein@pszjlaw.com Email: nmorin@jonesday.com Email: sgolden@pszjlaw.com Counsel to the DIP Lender Co-Counsel to the Committee Norton Rose Fulbright US LLP Office of the United States Trustee for the 2200 Ross Avenue, Suite 3600 Northern District of Texas Dallas, Texas 75201 1100 Commerce Street, Room 976 Attn: Ryan Manns, Esq. Dallas, Texas 75242 Email: ryan.manns@nortonrosefulbright.com Attn: Meredyth A. Kippes, Esq. Email: meredyth.a.kippes@usdoj.gov Co-Counsel to the Committee United States Trustee /s/ Travis M. Brown Counsel