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Full title: Stipulation and Agreed Order Regarding Late Filed Proof of Claim for SEC CTR & MCP, LP (RE: related document(s)89 Meeting of creditors Chapter 11). Entered on 3/12/2021 (Tello, Chris)
Document posted on Mar 11, 2021 in the bankruptcy, 147 pages and 1 tables.
Bankrupt11 Summary (Automatically Generated)
The Rent Commencement Date under the Lease occurred on April 22, 2020; however, pursuant to the Amendment, the Claimant agreed to defer MGC 44’s payments of Minimum Annual Rent and Additional Rent due under the Lease for April 22, 2020 through December 31, 2020, until December 31, 2020, instead requiring payment of certain percentages of MGC 44’s Gross Sales from the Premises during those months in which payments due were deferred.Notwithstanding anything in the Lease to the contrary, Tenant will open for business to the public on or before August 28, 2020 (the “Opening Date”) operating at least four (4) movie auditoriums on the Premises regularly showing movies and providing such other services to customers in accordance with the terms of the Lease, with all of the Tenant’s Work for such auditoriums completed (the “Initial Operating Threshold”).Notwithstanding the foregoing, Tenant will commence operating at least the number of movie auditoriums on the Premises regularly showing movies and providing such other services to customers in accordance with the terms of the Lease on or before the dates specified in the table immediately below,with all of the Tenant’s Work for such auditoriums completed as of such date, and all of the Tenant’s Work for the remainder of the Premises completed as of November 24, 2021(the “Final Operating Threshold”):In the event that Tenant fails to either (a) satisfy the Initial Operating Threshold on or before the Opening Date, or (b) satisfy the Final Operating Threshold on or before November 24, 2021,as may be extended on a day-for-day basis in the event that there is a government-mandated closureor an event of force majeure, then such failures shall each be an automatic Event of Default, without the need for additional notice by Landlord to Tenant, and Landlord shall thereafter be entitled to pursue all rights and remedies available to Landlord pursuant to the terms of the Lease.(b) From January 1, 2021 through the remainder of the Term, Tenant shall resume normal payment of Minimum Annual Rent and Additional Rent in accordance with the terms of the Lease, except Exhibit K to the Lease is hereby amended to provide that Tenant shall pay to Landlord as Percentage Rent eight percent (8%) of Gross Sales above an artificial breakpoint of Ten Million Dollars ($10,000,000.00) until Tenant has repaid all of the Deferred Rent, at which point Tenant shall pay sixpercent (6%) of Gross Sales above a natural breakpoint. (b) Gross Sales shall not include (i) the amount of any sales or other tax imposed by any federal, state, municipal or governmental authority directly on sales and collected from customers, (ii) transfers of merchandise or goods between different stores of Tenant, (iii) returns to shippers or manufacturers, (iv) fees paid to studios and distributors, (v) cash or credit refunds to customers, (vi) sales of fixtures, machinery and equipment after use thereof not in the ordinary course of conduct of Tenan
List of Tables
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he following constitutes the ruling of the court and has the force and effect therein described. ned March 12, 2021 ____________________________________________________________________IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Studio Movie Grill Holdings, LLC, et al. § Case No. 20-32633-SGJ-11 Debtors. § § Chapter 11 (Jointly Administered) STIPULATION AND AGREED ORDER REGARDING LATE FILED PROOF OF CLAIM FOR SEC CTR & MCP, LP The above-captioned debtors and debtors in possession (the “Debtors”) and SEC CTR & MCP, LP (the “Claimant,” and together with the Debtors, the “Parties”), by and through their respective undersigned counsel, hereby stipulate and agree (the “Stipulation and Agreed Order”) to the following: WHEREAS, on October 29, 2020, that certain Notice of Chapter 11 Bankruptcy Case [Docket No. 89] was entered, which set the General Bar Date on February 21, 2021. WHEREAS, on January 5, 2021, the Debtors filed the Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Docket No. 394] (asPage 2
amended and/or supplemented, the “Plan”).1 Generally, the Plan contemplates a GUC Trustee as administering the claims reconciliation process. WHEREAS, on February 12, 2021, Governor Greg Abbott declared a state of emergency in the State of Texas due the Winter Storm Uri, whose effects on transportation and the availability of electricity prevented Claimant from timely submitting its Proof of Claim, a copy of which is attached as Exhibit A (the “Proof of Claim”). WHEREAS, the Debtors consent to Claimant submitting the Proof of Claim and agree that such claim shall be treated as timely for all purposes in these jointly administered cases. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. Notwithstanding anything to the contrary in the Plan or any order confirming the Plan, the Claimant is allowed to file the Proof of Claim and the Proof of Claim is and shall be deemed timely for all purposes; provided however, that all parties reserve all rights with regard to any other objections, if any, that may arise with respect to the Proof of Claim. 2. The undersigned represent and warrant that they have full authority to execute this Stipulation and Agreed Order and that the Parties have full knowledge of and have consented to this Stipulation and Agreed Order. 3. This Stipulation and Agreed Order is not effective until it has been “so ordered” by the Court. 4. This Stipulation and Agreed Order shall be binding upon the Parties and upon all their affiliates, assigns, and successors, in each case, in their respective capacities as such, including (but not limited to) the Reorganized Debtors, the GUC Trust, and the GUC Trustee. 1 Capitalized and undefined terms herein shall have the meanings ascribed to them in the Plan.Page 3
5. The Debtors shall incorporate the key terms hereof into any order confirming the Plan. 6. It is acknowledged that each Party has participated in and jointly consented to the drafting of this Stipulation and Agreed Order and that any claimed ambiguity shall not be construed for or against any Party on account of such drafting. 7. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Stipulation and Agreed Order, and the Parties hereby consent to such jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation and Agreed Order. ###End of Order###Page 4
AGREED AS TO FORM AND SUBSTANCE Dated: March 10, 2021 /s/ Michael S. Held /s/ Jeffrey M. Veteto JACKSON WALKER LLP LAW OFFICES OF FRANK J. WRIGHT, Michael S. Held (TX Bar No. 09388150) PLLC J. Machir Stull (TX Bar No. 24070697) Frank J. Wright (TX Bar No. 22028800) 2323 Ross Avenue, Suite 600 Jeffery M. Veteto (TX Bar No. 24098548) Dallas, Texas 75201 2323 Ross Avenue, Suite 730 Telephone: (214) 953-6000 Dallas, Texas 75201 Facsimile: (214) 953-5822 Telephone: (214) 935-9100 Email: mheld@jw.com Email: frank@fjwright.law mstull@jw.com jeff@fjwright.law Counsel to the Debtors Counsel for SEC CTR & MCP, LPPage 5
Exhibit A Proof of ClaimPage 6
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SUMMARY OF CLAIM 1. On October 23, 2020 (the “Petition Date”), Movie Grill Concepts XLIV, LLC (“MGC 44”), Studio Movie Grill Holdings, LLC (“SMG”) and several of their affiliates (collectively, the “Debtors”) filed their voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their affairs as debtors in possession pursuant to §§1107(a) and 1108 of the Bankruptcy Code. 2. Prior to the Petition Date, SEC CTR & MCP, LP, a Texas Limited Partnership, as landlord (the “Claimant”) and MGC 44, as tenant, entered into that certain Lease dated November 8, 2018 (the “Original Lease”), as amended by that certain First Amendment to Lease, dated September 30, 2020 (the “Amendment,” and together with the Original Lease, the “Lease”) for premises consisting of approximately 40,000 square feet and 12 auditorium movie theaters, located at 5413 Sierra Springs Lane, Fort Worth, Texas 76123 (the “Premises”). As part and parcel of the Lease, SMG executed that certain Guaranty of Lease (the “Guaranty”), pursuant to which SMG unconditionally guaranteed, among other things, payment of all amounts due under the Lease. True and correct copies of the Original Lease (which includes the Guaranty at pp. 83-86 of Exhibit “A”) and the Amendment are attached hereto as Exhibits “A” and “B,” and are incorporated herein by reference as if fully set forth at length. 3. The Lease has an express term of 15 years, plus three option terms of five years each, and provides for minimum rent as follows:Page 9
In addition to the minimum rent set forth above, MGC 44 was required to pay as additional rent, other charges required to be paid pursuant to the Lease, including Percentage Rent, Taxes, Other Special Assessments, Utilities, Insurance and Common Area Costs. 4. The Rent Commencement Date under the Lease occurred on April 22, 2020; however, pursuant to the Amendment, the Claimant agreed to defer MGC 44’s payments of Minimum Annual Rent and Additional Rent due under the Lease for April 22, 2020 through December 31, 2020, until December 31, 2020, instead requiring payment of certain percentages of MGC 44’s Gross Sales from the Premises during those months in which payments due were deferred. Per the Amendment, on January 1, 2021, MGC 44 was to resume making monthly payments as set forth in the Original Lease, with provisions for repayment of the deferred amounts set forth in therein. 5. As of the Petition Date, MGC 44 had not made its percentage payments under the Amendment for the months of September 2020 ($1,219.28) and October 2020 ($1,178.47), for a total of $2,397.75 due and owing under the Lease as of the Petition Date (the “Pre-Petition Rent Claim”). 6. Pursuant to that certain Third 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; and (II) Granting Related Relief [Dkt. No. 537], MGC 44 rejected the Lease to be effective as of January 31, 2021. MGC 44’s rejection of the Lease results in damages calculated pursuant to 11 U.S.C. §502(b)(6) as the rent reserved under the Lease, without acceleration, for the greater of one year, or 15%, not to exceed three years, of the remaining term of such Lease following the Petition Date + the Pre-Petition Rent Claim. With a primary lease term of 15 years remaining under the Lease,Page 10
Claimant holds a rejection damages claim of (a) 15% of the rent reserved under the Lease (which includes base rent, property taxes, insurance and reasonable attorneys’ fees compensable under Section 20.6.2 of the Original Lease, totaling $18,147,284.90) in the amount of $2,722,092.73, plus (b) the Pre-Petition Rent Claim of $2,397.75, for a total of $2,722,092.74. Claimant hereby reserves the right to amend this proof of claim and/or to file administrative claims, as appropriate, to include any additional claims, including, but not limited to claims for the repair and clean-up of the Premises if not turned over in the condition required under the Lease and for additional fees and expenses incurred as a result of this proceeding. Claimant’s calculation of its rejection damages is set forth on Exhibit “C” hereto, which is incorporated by reference as is fully set forth at length. 7. This claim is not founded on an open account, except to the extent that the Lease is deemed such. 8. This claim is an unsecured claim, except to the effect that Claimant is secured by virtue of any liens afforded it pursuant to relevant contract or property law. 9. The amount of all payments of this claim has been credited and deducted for the purpose of making this proof of claim. 10. This claim is not subject to set off. 11. The total amount of the claim $2,722,092.74, plus any additional interest, fees, expenses or other costs allowed by contract or applicable law. The foregoing amount also does not include interest, fees, expenses and other costs accrued after the Petition Date which the Claimant may be entitled to subsequently assert.Page 11
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FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE(this “Amendment”) is executed and delivered as of the 30th day of September, 2020 (the “Amendment Date”), by and between MOVIE GRILL CONCEPTS XLIV, LLC, a Texas limited liability company (“Tenant”) and SEC CTR & MCP, LP, a Texas limited partnership (“Landlord”). RECITALS A. Landlord and Tenant entered into that certain Lease dated November 18, 2018 (“Lease”) for certain Premises situated in the in the shopping center commonly known as The Shops at Chisholm Trail Ranch located in Fort Worth, Texas. All terms and phrases that are capitalized in this Amendment and not otherwise defined herein shall have the definition and meaning setforth in the Lease. B. Landlord has agreed to deliver payment of the Allowance Amount in accordance with this Amendment in consideration for Tenant’s commitment to commence business operations in the Premises and deliver payment of accrued and past-due rental payments. C. Tenant and Landlord desire to amend the Lease to memorialize the agreements between Landlord and Tenant, as more specifically set forth in this Amendment below. AGREEMENT NOW, THEREFORE, for and in consideration of the recitals hereinabove set forth, the mutual covenants and agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant and Landlord agree as follows: 1. Rent Commencement Date. Landlord and Tenant hereby mutually agree that the Rent Commencement Date occurred on April 22, 2020. Landlord agrees to defer Tenant’s payment of Rent from April 22, 2020 to December 31, 2020 in accordance with the terms of this Agreement. 2. Delivery of the Construction Allowance. Within five (5) business days following the date Tenant delivers copies of outstanding invoices for the Tenant’s Work completed prior to the Amendment Date to Landlord, Landlord will deliver $538,707.50 (“the Allowance Amount”) at Tenant’s request to Tenant’s contractor working at the Premises. The Allowance Amount will be credited against the outstanding amount of Construction Allowance. Tenant hereby acknowledges and agrees that the total outstanding amount of the Construction Allowance after Landlord delivers the Allowance Amount to Tenant will be $0.00(the “Remaining Allowance”). 3. Opening Covenant. Notwithstanding anything in the Lease to the contrary, Tenant will open for business to the public on or before August 28, 2020 (the “Opening Date”) operating at least four (4) movie auditoriums on the Premises regularly showing movies and providing such other services to customers in accordance with the terms of the Lease, with all of the Tenant’s Work for such auditoriums completed (the “Initial Operating Threshold”). Notwithstanding the foregoing, the Opening Date will be extended on a day-for-day basis in the event that there is a government-mandated closure that completely prohibits Tenant from opening all of the Premises for business to the public on the originally-scheduled Opening Date, provided that, in the event there is a government mandated operating or occupancy threshold that is less than the Initial Operating Threshold, the Opening Date will not be delayed or extended, but Tenant shall only be obligated to operate the number of auditoriums permitted by such government mandated operating or occupancy threshold. Notwithstanding the foregoing, Tenant will commence operating at least the number of movie auditoriums on the Premises regularly showing movies andPage 142
providing such other services to customers in accordance with the terms of the Lease on or before the dates specified in the table immediately below,with all of the Tenant’s Work for such auditoriums completed as of such date, and all of the Tenant’s Work for the remainder of the Premises completed as of November 24, 2021(the “Final Operating Threshold”):| Number of Movie Auditoriums | Required Operating Date |
| Six (6) | March 31, 2021 |
| Eight (8) | June 30, 2021 |
| Ten (10) | September 30, 2021 |
| Twelve (12) | November 24, 2021 |
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any Percentage Payment actually made) until the Deferred Rent has been repaid (or such lesser amount in the final month to satisfy the repayment of the Deferred Rent). For example, if Tenant is not required to pay a Percentage Payment to Landlord for such month, Tenant shall pay Landlord the sum of $12,0000, but if Tenant has paid a Percentage Payment of $3,000 to Landlord for such month, then Tenant shall pay Landlord the sum of $9,000 in addition to the $3,000 PercentagePayment, and in all of the foregoing cases, such payment being used to repay the Deferred Rent. (c) The phrase “Deferred Rent” shall mean and refer to (i) the amount of all Minimum Annual Rent that was otherwise due and payable from Tenant from the Rent Commencement Date through December 31, 2020; (ii) the amount of all Additional Rent that was due and payable by Tenant from the Rent Commencement Date to the Opening Date; and (iii) all other amounts payable by Tenant pursuant to the Lease for the period from the Rent Commencement Date through December 31, 2020, less all sums paid by Tenant to Landlord in 2020, including the Percentage Payment. Tenant acknowledges and agrees that it owes Landlord the full amount of Deferred Rent, and that Tenant’s agreement topay the amount of the Deferred Rent in full is a material inducement and condition to Landlord’s agreement to enter into this Amendment. Landlord shall not be deemed to have waived its right to pursue all of the Deferred Rent from Tenant in the event Tenant is in default of this Amendment. (d) From time to time, either party may request that the other party provide an accounting for repayment of the Deferred Rent pursuant to this Section 5. 6. Confidentiality. Landlord and Tenant each hereby agree to keep the contents and existence of this Amendment and all financial or sales information delivered by Tenant strictly confidential and shall not disclose the contents or existence of any of the foregoing to any person or governmental authority, except to the extent required by law or court order, or in order toassert its rights under this Amendment or the Lease. Landlord and Tenant agree that the foregoing limitation regarding disclosures to third parties shall not apply to disclosures to their attorneys, accountants, members or owners, lenders, potential buyers, or required disclosures to the government or a court of competent jurisdiction, or, for avoidance of ambiguity, Mr. Joseph Harberg and his employees and affiliated companies. 7. Guarantor’s Joinder. Guarantor hereby joins in the execution of this Amendment for the purpose of guaranteeing unto Landlord the full and timely payment of all Deferred Rent and Guarantor hereby ratifies and confirmsGuarantor’s obligations and liabilities in connection with that certain Guaranty of Lease executed in connection with the Lease. 8. Non-waiver of Default Remedies. In no event will Landlord’s agreement to this Amendment or its enforcement of the terms of this Amendment against Tenant or Guarantor be deemed to be awaiver of Landlord’s other rights pursuant to the Lease in the event a Default occurs thereunder. 9. Consideration. Tenant and Guarantor hereby each acknowledge that (a) this Agreement is supported by good and valuable consideration, (b) Landlord would not agree to provide the Allowance Amount to Tenant or defer the timely payment of Minimum Annual Rent without the agreements and obligations of Tenant and Guarantor set forth herein, (c) the Landlord’s payment of the Allowance Amount to Tenant and modification of Tenant’s rent obligations described herein are real and actual benefits to Tenant and Guarantor, and (d) Tenant’s failure to comply with the terms of this Amendment would be detrimental to, and cause material harm to, Landlord’s interests. 10. Counterparts; Full Force and Effect. This instrument may be executed in any number of identical counterparts, all of which shall together constitute a single original. Electronic signatures and/or signatures scanned and emailed hereon shall be treated for all purposes as original signatures. Except as expressly modified by this Amendment, all other terms and conditions of the Lease shall remain unchangedPage 144
and in full force and effect. 11. General. The terms of the Lease, as modified by this Amendment, shall remain effective. The terms and provisions of this instrument shall inure to the benefit of Landlord, Tenant and Guarantor and their respective heirs, personal representatives, successors and assignees, and shall bind Landlord, Tenant, Guarantor and their respective heirs, personal representatives, successors and assigns. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which when attached together shall constitute one and the same instrument. Except as modified hereby, the Lease remains unchanged and in full force and effect. [Signatures on following page]Page 145
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Exhibit A (a) Gross Sales shall mean and include any and all receipts and revenues from all business conducted at, upon or from the Premises by Tenant, all subtenants, licensees, concessionaires and assignees of Tenant, whether evidenced by cash, check, credit, charge account, exchange or otherwise, and shall include, but not be limited to, all amounts received from the sale of any goods or other merchandise in the Premises, for services performed on the Premises, from vending or other machines located within the Premises, and from orders of goods, merchandise, or services taken at the Premises (whether such orders are filled from the Premises or elsewhere). (b) Gross Sales shall not include (i) the amount of any sales or other tax imposed by any federal, state, municipal or governmental authority directly on sales and collected from customers, (ii) transfers of merchandise or goods between different stores of Tenant, (iii) returns to shippers or manufacturers, (iv) fees paid to studios and distributors, (v) cash or credit refunds to customers, (vi) sales of fixtures, machinery and equipment after use thereof not in the ordinary course of conduct of Tenant's business in the Premises; (vii) tips, discounts, and other complimentary items or services received by Tenant or its employees, (viii) any fees customarily charged in connection with customer credit or debit purchases, (ix) Tenant’s receipts of revenue from concessionaires for any use of the Premises provided the sales revenue from those concessionaires is included inGross Sales, (x) gift certificates, or like vouchers, until such time as the same shall have been converted into a sale by redemption in the Premises, and (xi) sales of alcoholic beverages if applicable law does not permit percentage rent to be paid or other revenue sharing to be done with respect to such beverages.Page 147
c 0 0 0 0 0 0 0 7 7 a 0 0 0 0 0 0 0 7 7 y B 48, 44, 44, 44, 44, 44, 44, 24, 36, Pa $ 1$ 1$ 1$ 1$ 1$ 1$ 1$ 1,0$ 5 6 6 6 6 6 6 6 6 6 6 6 6 6 6 9 3 0 3 4 4 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 2 7 9 7 FUTURE ‐$ ‐$ ‐$ ‐$ ‐$ ‐$ ‐$ ‐$ 69,972.$ 1,101,002.$ 1,101,002.$ 1,101,002.$ 1,101,002.$ 1,199,002.$ 1,199,002.$ 1,199,002.$ 1,199,002.$ 1,199,002.$ 1,306,802.$ 1,306,802.$ 1,306,802.$ 1,306,802.$ 1,306,802.$ 17,003,009.$ 18,039,787.$ 107,497.$ 18,147,284.$ 2,722,092.$ 7 3 6 6 3 3 3 3 3 4 9 2 0 1 2 2 2 2 2 5 s D 5. 0. 3. 7. 0. 0. 0. 0. 0. 7. ee E 2 5 1 3 5 5 5 5 5 7 F DEFERR 394,5$ 91,7$ 65,1$ 26,6$ 91,7$ 91,7$ 91,7$ 91,7$ 91,7$ 1,036,7$ Attorney 15%4 0 0 4 4 4 0 8 PAID ‐$ ‐$ ‐$ 843.$ 2,420.$ ‐$ 5,000.$ ‐$ 8,263.$ 8 8 7 9 0 3 0 0 6 6 2 4 8 4 0 0 0 7 E 6. 9. 8. 5. 0. 4. 0. 0. 4. U 6 1 7 8 2 2 0 0 9 D 1 2 1 0 4 1 0 0 1 6 RENT 351,$ 1,$ 1,$ 1,$ 2,$ 1,$ 5,$ 5,$ 368,$ month $99,517.8r e 9 6 7 8 6 6 6 6 6 7 e r DUE 359.2 083.5 156.0 927.4 083.5 083.5 083.5 083.5 083.5 944.1 000 p 20 weNNN'S 43,$ 10,$ 7,$ 2,$ 10,$ 10,$ 10,$ 10,$ 10,$ 113,$ 22 at $12, xes for 20 or 2020 % Rent 24.50$ 3% 5% 7% 9% 8% ack Jan 1 20 Property Ta Insurance f1 0 0 0 0 0 1 1 1 1 2 3 4 5 6 7 8 9 0 1 2 3 4 5 b 1/202 0/202 2/202 1/202 0/202 1/202 1/202 8/202 1/202 1/202 1/202 1/202 1/202 1/202 1/202 1/202 1/202 1/202 1/203 1/203 1/203 1/203 1/203 1/203 t paid 293.16 790.40 083.56End 8/3 9/3 10/2 10/3 11/3 12/3 1/3 2/2 3/3 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 4/2 tarts to ge 8,$ 1,$ 10,$ s 0 0 0 0 0 0 1 1 1 1 1 2 3 4 5 6 7 8 9 0 1 2 3 4 nt 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 e 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 R rt /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 /2 d a 2 1 1 3 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 e t 2 / / 2 / / / / / / 2 2 2 2 2 2 2 2 2 2 2 2 2 2 r S 4/ 9 10 0/ 11 12 1 2 3 4 4/ 4/ 4/ 4/ 4/ 4/ 4/ 4/ 4/ 4/ 4/ 4/ 4/ 4/ erf
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