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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 11170 North Central LP. (Moore, J.)

Document posted on Jan 12, 2021 in the bankruptcy, 108 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

COMES NOW 11170 NORTH CENTRAL, L.P., (the “Landlord”), and files this, it’s Objection to Notice of Cure Amounts with Respect to Executory Contracts and Unexpired Lease of Debtors (the “Objection”) regarding the cure amount set forth in the Amended Notice of Executory Contracts and Unexpired Leases Which May Be Assumed and Assigned, Pursuant to Section 365 of the Bankruptcy Code,On November 5, 2020, the Debtor filed the Motion of Debtor for Entry of Orders (I)(A) Approving Bid Procedures for Sale of Debtor’s Assets, (B) Scheduling Auction for and Hearing to Approve Sale of Debtor’s Assets, (C) Approving Form and Manner of Notice of Sale, Auction, and Sale Hearing, (D) Approving Assumption and Assignment Procedures, and (E)As the Debtor’s Proposed Cure Amount does not take into consideration the passage of time between the filing of the Cure Notice and the effective date of any assumption and assignment of the Lease by the Debtor, any order that is entered establishing a cure amount with respect to the Lease should require that the Debtor (i) comply with all obligations under the Lease pending it’s assumption and assignment, and (ii) cure any additional defaults that may occur under the Lease between the date of Landlord’s proof of claim and the effective date of any assumption and assignment by the Debtor.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.WHEREFORE, for all of the foregoing reasons, Landlord respectfully requests that any order entered that establishes cure amounts with respect to the Lease is consistent with the Objection and relief requested herein, and that the Court grant Landlord such other and further relief as is just and proper.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: Chapter 11 STUDIO MOVIE GRILL HOLDINGS, LLC, Case No. 20-32633 Debtor. Cure Objection Deadline: January 13, 2021 at 4:00 p.m. (CT) OBJECTION TO NOTICE OF CURE AMOUNTS WITH RESPECT TO EXECUTORY CONTRACTS AND UNEXPIRED LEASE OF DEBTORS COMES NOW 11170 NORTH CENTRAL, L.P., (the “Landlord”), and files this, it’s Objection to Notice of Cure Amounts with Respect to Executory Contracts and Unexpired Lease of Debtors (the “Objection”) regarding the cure amount set forth in the 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 [Doc. No. 364] (“Cure Notice”), and in support thereof, respectfully states as follows: BACKGROUND 1. On October 23, 2020 (the “Petition Date”), the above-captioned debtor and debtor- in-possession (“Debtor”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (“Bankruptcy Code”). 2. Landlord and Movie Grill Concepts IX, LLC are parties to an unexpired lease of nonresidential real property located in Dallas, Texas (the “Lease”). A true and correct copy of the Lease is attached hereto and incorporated by reference as Exhibit 1.

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3. On November 5, 2020, the Debtor filed the Motion of Debtor for Entry of Orders (I)(A) Approving Bid Procedures for Sale of Debtor’s Assets, (B) Scheduling Auction for and Hearing to Approve Sale of Debtor’s Assets, (C) Approving Form and Manner of Notice of Sale, Auction, and Sale Hearing, (D) Approving Assumption and Assignment Procedures, and (E) Granting Related Relief and (II)(A) Approving Sale of Debtor’s Assets, (B) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases, and (C) Granting Related Relief (Doc. No. 133) (“Bid Procedures Motion”), pursuant to which they sought approval of bidding procedures for a sale of the Debtor’s assets. 4. On December 21, 2020, in conjunction with the Bid Procedures Motion, the Debtor filed the Cure Notice, which lists the Debtor’s proposed cure amount for the Lease in the amount of $0.00. (“Proposed Cure Amount”). OBJECTION 5. Landlord objects to the Proposed Cure Amount as it is inaccurate according to Landlord’s books and records. The actual cure amount due under the Lease is no less than $655,022.72 as of the Petition Date. Further, additional amounts totaling $139,678.36 have come due post petition and remain unpaid as of the date of this objection. 6. As the Debtor’s Proposed Cure Amount does not take into consideration the passage of time between the filing of the Cure Notice and the effective date of any assumption and assignment of the Lease by the Debtor, any order that is entered establishing a cure amount with respect to the Lease should require that the Debtor (i) comply with all obligations under the Lease pending it’s assumption and assignment, and (ii) cure any additional defaults that may occur under the Lease between the date of Landlord’s proof of claim and the effective date of any assumption and assignment by the Debtor. See 11 U.S.C. § 365(b)(1).

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7. Further, Landlord may be entitled to certain attorneys’ fees and costs under Section 365 of the Bankruptcy Code. See In re F&N Acquisition Corp., 152 B.R. 304, 308 (Bankr. W.D. Wash. 1993); In re Westworld Community Healthcare, Inc., 95 B.R. 730, 733 (Bankr. C.D. Cal. 1989); and In re Child World, Inc., 161 B.R. 349, 353-354 (Bankr. S.D.N.Y. 1993). The cure amount should include all of Landlord’s attorneys’ fees and costs to which it is entitled under the Lease. JOINDER 8. Landlord joins in the objections to the Debtor’s requested relief filed by other landlords and parties-in-interest to the extent they are not inconsistent with the Objection. 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. WHEREFORE, for all of the foregoing reasons, Landlord respectfully requests that any order entered that establishes cure amounts with respect to the Lease is consistent with the Objection and relief requested herein, and that the Court grant Landlord such other and further relief as is just and proper. Dated: January 13, 2021

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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 certifies that, on January 13, 2021, a true and correct copy of the foregoing document was served via the Court’s Electronic Case Filing (ECF) system upon all parties registered to receive electronic notices in this case, including the Office of the United States Trustee, the chapter 11 trustee, and counsel for the Official Committee of Unsecured Creditors. /s/ J. Seth Moore J. Seth Moore

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