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Full title: Application for administrative expenses Filed by Creditor Lockard Development, Inc. Objections due by 3/23/2021. (Attachments: # 1 Exhibit Exhibit A_Declaration of Mandi Timmerman # 2 Exhibit Exhibit B_Form Proposed Order) (Fletcher, Deborah)

Document posted on Feb 25, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

In re: Chapter 11 STUDIO MOVIE GRILL HOLDINGS, LLC, et al., Case No. 20-32633-11 Debtors.1 (Jointly Administered) APPLICATION OF LOCKARD DEVELOPMENT, INC., MIDLAND SQUARE, L.L.C. AND MIDLAND TOWER PROPERTIES, L.L.C. FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management Lockard is lessor pursuant to a Lease Agreement dated July 2, 2018, as amended January 25, 2019 (the “Prosperity Lease”) with Debtor, Movie Grill

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Lisa A. Powell, Partner Deborah L. Fletcher, Partner Texas Bar No. 16204215 Pro Hac Vice FisherBroyles, LLP FisherBroyles LLP 2925 Richmond Ave., Suite 1200 338 Sharon Amity Road, #518 Houston, TX 77098 Charlotte, NC 28211 Direct: 713.955.3302 Direct: 704.442.7263 Email: lisa.powell@fisherbroyles.com Email: deborah.fletcher@fisherbroyles.com . Attorneys for Lockard Development, Inc., Midland Square, L.L.C. and Midland Tower Properties, L.L.C. IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: Chapter 11 STUDIO MOVIE GRILL HOLDINGS, LLC, et al., Case No. 20-32633-11 Debtors.1 (Jointly Administered) APPLICATION OF LOCKARD DEVELOPMENT, INC., MIDLAND SQUARE, L.L.C. AND MIDLAND TOWER PROPERTIES, L.L.C. FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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THIS APPLICATION SEEKS AN ORDER FOR ALLOWANCE AND IMMEDIATE PAYMENT OF AN ADMINISTRATIVE EXPENSE CLAIM IN THE AMOUNT OF $48,000.00 OF LOCKARD DEVELOPMENT, INC., MIDLAND SQUARE, L.L.C. AND MIDLAND TOWER PROPERTIES, L.L.C. FOR STORAGE OF PERSONAL PROPERTY OF THE DEBTORS FOR THE BENEFIT OF THE BANKRUPTCY ESTATE RELATED TO A REJECTED REAL PROPERTY LEASE. 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 BEFORE THE CLOSE OF BUSINESS ON MARCH 23, 2021, WHICH IS AT LEAST TWENTY-FOUR (24) 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. Lockard Development, Inc., Midland Square, L.L.C. and Midland Tower Properties, L.L.C. (collectively, “Lockard”), creditors and parties in interest in the above referenced bankruptcy case, through counsel, file this Application for Allowance and Payment of Administrative Expense, and in support state: JURISDICTION AND VENUE 1. This Court has jurisdiction over this case pursuant to 28 U.S.C. §§ 157 and 1334. 2. This is a core proceeding pursuant to 28 U.S.C. §§ 157(b)(2)(A) and (B). 3. Venue is proper in this district under 28 U.S.C. §§ 1408 and 1409. 4. Debtors’ cases are being jointly administered.

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FACTUAL AND PROCEDURAL BACKGROUND 5. Debtors commenced their Chapter 11 cases on October 23, 2020 (the “Petition Date”), and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108. 6. Lockard is lessor pursuant to a Lease Agreement dated July 2, 2018, as amended January 25, 2019 (the “Prosperity Lease”) with Debtor, Movie Grill Concepts XXII, LLC (“Tenant”) for the lease of non-residential real estate known as Prosperity Market in Charlotte, North Carolina (the “Prosperity Premises”). See Declaration of Mandi Timmerman attached hereto and incorporated by reference as EXHIBIT A. 7. The Prosperity Lease is guaranteed by Debtor, Studio Movie Grill Holdings, LLC (“Guarantor”). 8. On the Petition Date, the Tenant was in default under the Prosperity Lease and indebted to Lockard without offset in the amount of $760,161.12, for among other things failing to pay rent and other amounts due under the Prosperity Lease. 9. On the Petition Date, the Debtors filed the Second 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 (the “Rejection Motion”) [Docket No. 17], which Rejection Motion included the Prosperity Lease. 10. On January 27, 2021, the Court entered the Second Order (A) Partially Granting Debtors’ Second 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; And (B) Continuing The

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Hearing As To Certain Remaining Unexpired Commercial Real Property Leases [Docket No. 552] (the “Rejection Order”). 11. Paragraph 4 of the Rejection Order required the Debtors to “turnover access to the premises to the Landlords of the Rejected Leases, or their designee, no later than December 31, 2020.” 12. Rejection Order, Exhibit A (Abandonment Procedures for Rejected Leases), paragraph 4, states: “No personal property shall be deemed abandoned at the Prosperity Lease location until February 16, 2021, subject to further extension. Debtors shall pay the landlord on the Prosperity Lease $10,000 for such extension on abandonment in lieu of any administrative expense claim by the landlord under the Prosperity Lease.” 13. On January 7, 2021, Debtors filed an Expedited Motion for Entry of an Order Authorizing Sale Procedures for Sale of Personal Property Assets Free and Clear of All Liens, Claims, and Encumbrances and Interests (“Personal Property Sale Motion”) [Docket No. 406], which included the personal property located at the Prosperity Premises. 14. On February 11, 2021, the Court entered an Order approving the Personal Property Sale Motion [Docket No. 615]. 15. The Debtors have paid Lockard the following amounts for two extensions of the abandonment date of personal property stored at the Prosperity Premises (collectively, the “Abandonment Extension Payments”): (a) by check dated January 29, 2021, $10,000 for extension of the abandonment date from the date of entry of the Rejection Order until February 16, 2021; and (b) by check dated February 19, 2021, $10,000 for a further extension of the abandonment date from February 16, 2021 until March 8, 2021.

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16. Lockard was required to store Debtors’ personal property at the Prosperity Premises from the Petition Date through January 27, 2021, the date the Court entered the Rejection Order. 17. Lockard seeks payment of $500 per day or $48,000 for the 96 days from the Petition Date through the date the Court entered the Rejection Order, which amount is consistent with the Abandonment Extension Payments the Debtors voluntarily paid to Lockard for the period from January 27, 2021 through March 8, 2021. BASIS FOR RELIEF REQUESTED 18. Section 503(b)(1)(A) of the Bankruptcy Code states that “the actual, necessary costs and expenses of preserving the estate” shall be allowed administrative expenses that are entitled to administrative priority under Section 507(a)(2) of the Bankruptcy Code. 19. As evidenced by the Debtors’ Personal Property Sale Motion and requests for extensions of the abandonment date of the personal property stored at the Prosperity Premises, Lockard’s storage and preservation of the Debtors’ personal property has been a benefit to the Debtors’ bankruptcy estate. 20. In order to qualify as an “actual and necessary cost” under section 503(b)(1)(A), a claim against the estate must have arisen post-petition and as a result of actions taken by the debtor that benefitted the estate. In re Am. Plumbing & Mech., Inc., 323 B.R. 442, 459 (Bankr. W.D. Tex. 2005) (citing Toma Steel Supply, Inc. v. TransAmerican Natural Gas Corp. (In Matter of TransAmerican Natural Gas Corp.), 978 F.2d 1409, 1416 (5th Cir. 1992)). 21. Lockard’s involuntary storage of Debtors’ personal property is a claim that arose postpetition during the period from the Petition Date through January 27, 2021, the date the Court entered the Rejection Order.

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22. Lockard’s personal property storage claim arises from actions taken by the Debtors’ business decisions to delay entry of an order rejecting the Prosperity Lease until January 27, 2021, and to seek to later sell the personal property by the Personal Property Sale Motion. RESERVATION OF RIGHTS 23. Lockard expressly reserves any and all rights to (a) amend, clarify and/or supplement this Application at any time and for any reason, including, without limitation, to: (i) further reconcile the amount claim and (ii) add or submit documents and other information in support of the this Application; (b) file additional administrative expense and other claims related to costs incurred for the Debtors continued use of the Prosperity Premises; and (c) request such other and further relief as may be necessary or appropriate. NOTICE 24. Notice of this Application has been given by CM/ECF notice to: (a) counsel to Debtors; (b) counsel to the Official Committee of Unsecured Creditors; (c) the Office of the United States Trustee; and (d) those parties who receive CM/ECF notices in this proceeding. 25. The form of Order granting this Motion is attached hereto as EXHIBIT B.

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WHEREFORE, for the reasons set forth above, Lockard respectfully requests that the Court grant this Application For Allowance and Payment of Administrative Expense, enter the Order attached, and award Lockard such other and further relief that is just and equitable. Dated: February 26, 2021. Respectfully submitted, By: /s/ Deborah L. Fletcher Deborah L. Fletcher, Partner Pro Hac Vice Admission FisherBroyles, LLP 338 Sharon Amity Road, #518 Charlotte, NC 28211 Direct: 704.442.7263 Email: deborah.fletcher@fisherbroyles.com Lisa A. Powell, Partner Texas Bar No. 16204215 FisherBroyles, LLP 2925 Richmond Ave., Suite 1200 Houston, TX 77098 Direct: 713.955.3302 Mobile: 832.573.1583 Email: lisa.powell@fisherbroyles.com

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CERTIFICATE OF SERVICE I hereby certify that on February 26, 2021, I electronically filed the foregoing document with the Clerk of the Court using the CM/ECF system and electronic notice of such filing will be sent to counsel for Debtors, counsel to the Official Committee of Unsecured Creditors, the Office of the United States Trustee, and those parties who receive CM/ECF notices in this case. By: /s/ Deborah L. Fletcher Deborah L. Fletcher, Partner FisherBroyles, LLP 338 Sharon Amity Road, #518 Charlotte, NC 28211 Direct: 704.442.7263 Email: deborah.fletcher@fisherbroyles.com