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Full title: Objection to (related document(s): 602 Motion to reject / Debtors' Third Motion for Entry of an Order Under Section 3654 and 554 of the Bankruptcy Code (I) Authorizing the Debtors to Reject Certain Unexpired Commercial Real Property Leases; and (II) Granting Related Relief filed by Debtor Studio Movie Grill Holdings, LLC) filed by Creditor EPT Dallas LLC. (Carder, Mark)

Document posted on Feb 10, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

LIMITED OBJECTION OF EPT DALLAS, LLC, TO DEBTORS' MOTION TO REJECT NWHWY LEASE OF NON-RESIDENTIAL REAL ESTATE EPT DALLAS, LLC ("EPT"), lessor of an unexpired lease of non-residential real estate to one of the captioned Debtors, serves this limited objection to the rejection of such lease and other relief sought by the Debtors in their Third 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 Lease Effective as of January 31, 2021; and (II)In addition, the proposed retroactive effective date for the rejection of January 31, 2021, should be granted only if the order approving rejection specifically states that neither Debtors nor any person acting pursuant to any authority or property interest granted by any Debtor shall be entitled to enter upon the premises covered by the Lease after January 31, 2021, and no Debtor shall be entitled to leave personal property claimed to be owned by any Debtor or leased by any Debtor from any third party from and after February 1, 2021.1 Otherwise, the possession of the premises by EPT and any new tenant is not free from interference from Debtors, personal property lessors, or lenders purporting to hold an interest in personal property and contractual rent should therefore continue to be paid through the end of any future month when any such claims are resolved.Similarly, Debtors should not be authorized to take actions which are not specified in the Motion or an order as such unspecified, global relief fails to provide due process notice to any party, including EPT, who would oppose such relief if the party was made aware of a particular action.The undersigned certifies that on February 11, 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 and counsel for the Official Committee of Unsecured Creditors and a copy was served by electronic transmission to the following Objection Notice Parties: (i) counsel to the Debtors, Law Offices of Frank J. Wright, (Attn: Frank J. Wright, and Jeffery M. Veteto, frank@fjwright.law and jeff@fjwright.law); (ii) counsel to the Agent, Vinson & Elkins LLP, (Attn: William L. Wallander, and

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Mark S. Carder Admitted Pro Hac Vice Kelley C. Cox STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219 Telephone: (214) 560-2201 Facsimile: (214) 999-4667 1201 Walnut, Suite 2900 Kansas City, Missouri 64106 Telephone: (816) 842-8600 Facsimile: (816) 691-3495 Counsel for EPT Dallas, LLC IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § § STUDIO MOVIE GRILL HOLDINGS, § Case No. 20-32633-SGJ-11 LLC, et al., § § Chapter 11 Debtors. § § (Jointly-Administered) LIMITED OBJECTION OF EPT DALLAS, LLC, TO DEBTORS' MOTION TO REJECT NWHWY LEASE OF NON-RESIDENTIAL REAL ESTATE EPT DALLAS, LLC ("EPT"), lessor of an unexpired lease of non-residential real estate to one of the captioned Debtors, serves this limited objection to the rejection of such lease and other relief sought by the Debtors in their Third 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 Lease Effective as of January 31, 2021; and (II) Granting Related Relief (the "Motion), Docket 602, in support of which EPT states: 1. EPT does not oppose approval by the Court of Debtors' decision to reject the Lease dated August 28, 2013, between EPT and Movie Grill Concepts XXI, LLC. See Docket 441-1.

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2. However, the order granting such approval should clarify that the pre-petition Deferral Agreement dated as of September 4, 2020, see Docket 441-2, that modified the Lease terms is similarly rejected. The Motion does not mention the Deferral Agreement even though Debtors made their post-petition payments on the Lease pursuant to the terms of the document. Similarly, the order should clarify that the Lease is terminated and Debtors have no remaining property interest in the premises. 3. In addition, the proposed retroactive effective date for the rejection of January 31, 2021, should be granted only if the order approving rejection specifically states that neither Debtors nor any person acting pursuant to any authority or property interest granted by any Debtor shall be entitled to enter upon the premises covered by the Lease after January 31, 2021, and no Debtor shall be entitled to leave personal property claimed to be owned by any Debtor or leased by any Debtor from any third party from and after February 1, 2021.1 Otherwise, the possession of the premises by EPT and any new tenant is not free from interference from Debtors, personal property lessors, or lenders purporting to hold an interest in personal property and contractual rent should therefore continue to be paid through the end of any future month when any such claims are resolved. 4. In this regard, Debtors have removed items of personal property from the Lease premises despite the language in the Lease. Accordingly, any rejection order should require submission of an accounting by Debtors to EPT that lists by item and any serial number or other identifying information therefor and property which has been removed from the premises since the petition date. 1 EPT submits that any personal property located on the premises is owned by EPT pursuant to the terms of the Lease as either previously owned by EPT or for which the requisite notice under the Lease was not given by Debtors. See Docket 441 (Article 11).

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5. The request in the Motion for an advisory opinion on the status of any claim by EPT that could arise in the future for loss or damage arising from abandonment of personal property on the Lease premises is subordinate to any post-petition financing order should be denied. The facts of any such future dispute are not known and neither the same nor any ruling thereon should be predicted at this time. Moreover, this is not truly a motion by the movant, Debtors, but instead by the DIP lender and is not appropriate for an order sought by Debtors. 6. Any automatic stay relief is similarly not a motion by Debtors but one for third parties by Debtors. Moreover, such relief is premature at this juncture until a particular action is sought which would implicate 11 U.S.C. § 362(a). 7. Similarly, Debtors should not be authorized to take actions which are not specified in the Motion or an order as such unspecified, global relief fails to provide due process notice to any party, including EPT, who would oppose such relief if the party was made aware of a particular action. WHEREFORE, EPT requests that the Court grant approval of rejection of the Lease upon terms set forth herein and grant to EPT such other and further relief to which it may be entitled. Respectfully submitted, STINSON LLP By: /s/ Mark S. Carder Mark S. Carder Admitted Pro Hac Vice Kelley C. Cox State Bar. No. 24092291 kelley.cox@stinson.com 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219-4259 Telephone: (214) 560-2201 Facsimile: (214) 560-2203

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1201 Walnut, Suite 2900 Kansas City, Missouri 64106 Telephone: (816) 842-8600 Facsimile: (816) 691-3495 ATTORNEYS FOR EPT DALLAS, LLC CERTIFICATE OF SERVICE The undersigned certifies that on February 11, 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 and counsel for the Official Committee of Unsecured Creditors and a copy was served by electronic transmission to the following Objection Notice Parties: (i) counsel to the Debtors, Law Offices of Frank J. Wright, (Attn: Frank J. Wright, and Jeffery M. Veteto, frank@fjwright.law and jeff@fjwright.law); (ii) counsel to the Agent, Vinson & Elkins LLP, (Attn: William L. Wallander, and Bradley R. Foxman, email: bwallander@velaw.com); (iii) counsel to Crestline, Jones Day, (Attn: John E. Mazey, Michael C. Schneidereit, and Nicholas J. Morin, email: jemazey@jonesday.com); (iv) counsel to the Committee, (a) Pachulski Stang Ziehl & Jones LLP, (Attn: Jeffrey Pomerantz, Robert Feinstein, and Steven Golden, email: rfeinstein@pszjlaw.com, and (b) Norton Rose Fulbright US LLP, (Attn: Ryan Manns, ryan.manns@nortonrosefulbright.com); and, (vi) the United States Trustee (Attn: Lisa L. Lambert, email: Lisa.L.Lambert@usdoj.gov. /s/ Mark S. Carder Mark S. Carder