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Full title: Application for administrative expenses Filed by Creditor EPT Dallas LLC Objections due by 3/8/2021. (Attachments: # 1 Exhibit A - Moreno Declaration # 2 Exhibit 1 to Moreno Declaration # 3 Exhibit 2 to Moreno Declaration # 4 Exhibit 3 to Moreno Declaration # 5 Proposed Order) (Carder, Mark)

Document posted on Feb 14, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

EPT DALLAS, LLC ("EPT"), lessor of an unexpired lease of non-residential real estate to one of the captioned Debtors, files this request for allowance and payment of administrative expenses in the form of unpaid post-petition obligations arising under the leases for which those Debtors were required to pay by 11 U.S.C. §§ 365(d)(3) and 503(b), in support of which they state: Jurisdiction and Venue 1. The statutory predicates for the relief sought herein are 11 U.S.C. §§ 365(d)(3), 503(b)(1)(A) and 507(a)(2).Debtors made payment on or about December 29, 2020, of $351,609.63, presumably consisting of partial rent for November and December 2020, contractual rent and CAM charges for January 2021, 2019 taxes, and an amortized portion of pre-petition amounts for which it was in default on the petition date.WHEREFORE, EPT requests that the Court enter an order allowing as administrative claims with administrative priority, and directing Debtors to immediately pay to EPT, the sum of $215,649.28 for post-petition rent and taxes on the Lease, together with such other and further relief to which EPR may be entitled. The undersigned certifies that on February 15, 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 Counsel for EPT Dallas, LLC UNITED STATES BANKRUPTCY COURT 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) EPT DALLAS, LLC, REQUEST FOR ALLOWANCE AND PAYMENT OF POST-PETITION OBLIGATIONS UNDER UNEXPIRED LEASES OF NON-RESIDENTIAL REAL ESTATE NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN RESPONSE IS FILED WITH THE CLERK OF THE UNITED STATES BANKRUPTCY COURT AT 1100 COMMERCE STREET, ROOM 1254, DALLAS, TEXAS 75242-1496 BEFORE CLOSE OF BUSINESS ON MARCH 8, 2021, WHICH IS AT LEAST 21 DAYS FROM THE DATE OF SERVICE HEREOF. ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE CLERK, AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE MOVING PARTY PRIOR TO THE DATE AND TIME SET FORTH HEREIN. IF A RESPONSE IS FILED A HEARING MAY BE HELD WITH NOTICE ONLY TO THE OBJECTING PARTY. IF NO HEARING ON SUCH NOTICE OR MOTION IS TIMELY REQUESTED, THE RELIEF REQUESTED SHALL BE DEEMED TO BE UNOPPOSED, AND THE COURT MAY ENTER AN ORDER GRANTING THE RELIEF SOUGHT OR THE NOTICED ACTION MAY BE TAKEN.

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EPT DALLAS, LLC ("EPT"), lessor of an unexpired lease of non-residential real estate to one of the captioned Debtors, files this request for allowance and payment of administrative expenses in the form of unpaid post-petition obligations arising under the leases for which those Debtors were required to pay by 11 U.S.C. §§ 365(d)(3) and 503(b), in support of which they state: Jurisdiction and Venue 1. This Court has jurisdiction over this case pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. §§ 157(b)(2)(A) & (B). Venue is proper in this district pursuant to 28 U.S.C. § 1409(a). The statutory predicates for the relief sought herein are 11 U.S.C. §§ 365(d)(3), 503(b)(1)(A) and 507(a)(2). NWHWY Lease 2. EPT was lessor to Movie Grill Concepts XXI, LLC ("Concepts"), pursuant to a Lease dated August 28, 2013, of non-residential real estate operated as a movie theater. Declaration of Angie Moreno (the "Moreno Decl."), ¶¶ 1-3, attached hereto as Exhibit A. 3. The monthly rent due under the Lease is $82,500.00. Lease, § 5.2. 4. Concepts commenced its Chapter 11 bankruptcy case on October 23, 2020. Case No. 20-32648, Doc. 1. 5. Debtors filed a motion to reject the Lease on April 30, 2020. Docket 602. An order granting approval of such rejection has not been entered. This application is filed at this time to comply with the administrative claim bar date implemented in these cases for administrative expenses arising on or before January 31, 2021. Docket 532. The motion to reject the Lease seeks retroactive effect of the rejection to January 31, 2021. The decisions cited therein are based on equity rather than the provisions of the Bankruptcy Code, the plain meaning of which do not make a rejection legally effective until Court approval is obtained. See 11 U.S.C. § 365(a). Accordingly,

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as of the filing of this application, the date on which rejection of the Lease has or will become effective is not yet known and the bar date order is thus inapplicable. However, to ensure compliance and reserving all rights to amend this application with respect to defaults hereafter discovered and to file a separate application for defaults arising after January 31, 2021, EPT files this application. 6. Concepts was required by the Bankruptcy Code to timely perform all its obligations arising from and after that date under the Lease until the lease was rejected notwithstanding 11 U.S.C. § 503(b)(1). 11 U.S.C. § 365(d)(3). 7. The Court extended the time for performance of those obligations under Section 365(d)(3) by Concepts to December 23, 2020 (the "Deferral Order"). Docket 249. 8. Debtors made payment on or about December 29, 2020, of $351,609.63, presumably consisting of partial rent for November and December 2020, contractual rent and CAM charges for January 2021, 2019 taxes, and an amortized portion of pre-petition amounts for which it was in default on the petition date. Debtors subsequently paid $21,717.91 on or about January 15, 2021, for November and December 2020 CAM, January 2021 CAM and a CAM deferral repayment. Moreno Decl., ¶ 4. 9. Debtors have made no additional payment since January 15, 2021. Id., ¶ 5. 10. The payments made in paragraph 8 were presumably made in the stated sums, rather than the amount due pursuant to the Lease terms, because the parties entered into a pre-petition Deferral Agreement on September 30, 2020, that provided forbearance relief to Tenant on the conditions and terms set forth therein. Moreno Decl., ¶ 6. 11. However, the forbearance terminated pursuant to its terms when Concepts commenced its bankruptcy case. In addition, the forbearance terminated when the Tenant failed

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to timely pay the amounts specified in the Deferral Agreement. Moreno Decl., ¶ 7; see Deferral Agreement, § 3(a). While the Deferral Order deferred the date on which Concepts was required to comply with 11 U.S.C. § 365(d)(3), the Deferral Order did not and could not amend the terms of the Deferral Agreement that operated to restore the contractual terms of the Lease upon such defaults. 11. Accordingly, rent accrued in the contractual amount set forth in the Lease rather than altered rent pursuant to the Deferral Agreement on November 1 and December 1, 2020, respectively. 12. The difference in the contractual rather than altered rent is $41,250.00 each month. A total of $82,500.00 is thus due for November and December 2020 rent, plus $133,149.28 of real estate taxes allocable to the premises that came due prior to January 31, 2021, and were not paid by Debtors. Moreno Decl., ¶ 8. This sums result in a net amount payable to EPT of $215,649.28 as an administrative expense as of January 31, 2021. 13. Unless and until an order is entered establishing the effective date of any rejection of the Lease by Concepts, EPT also seeks contractual monthly rent and real estate taxes due on and after February 1, 2021. WHEREFORE, EPT requests that the Court enter an order allowing as administrative claims with administrative priority, and directing Debtors to immediately pay to EPT, the sum of $215,649.28 for post-petition rent and taxes on the Lease, together with such other and further relief to which EPR may be entitled.

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Respectfully submitted, STINSON LLP By: /s/ Mark S. Carder Mark S. Carder mark.carder@stinson.com 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 Telecopier: (214) 560-2203 ATTORNEYS FOR EPT DALLAS, LLC CERTIFICATE OF SERVICE The undersigned certifies that on February 15, 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 and bfoxman@velaw.com); (iii) counsel to Crestline, Jones Day, (Attn: John E. Mazey, Michael C. Schneidereit, and Nicholas J. Morin, email: jemazey@jonesday.com, mschneidereit@jonesday.com, and nmorin@jonesday.com); (iv) counsel to the Committee, (a) Pachulski Stang Ziehl & Jones LLP, (Attn: Jeffrey Pomerantz, Robert Feinstein, and Steven Golden, email: jpomerantz@pszjlaw.com, rfeinstein@pszjlaw.com, and sgolden@pszjlaw.com, and (b) Norton Rose Fulbright US LLP, (Attn: Ryan Manns, ryan.manns@nortonrosefulbright.com); (vi) the United States Trustee (Attn: Lisa L. Lambert, email: Lisa.L.Lambert@usdoj.gov.

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/s/ Mark S. Carder Mark S. Carder