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IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

Bhavi Hospitality LLC, 

Debtor. 

 Chapter 11 

Case No.: 24-30972-SWE 

HOLIDAY HOSPITALITY FRANCHISING, LLC’S LIMITED OBJECTION TO 

DEBTOR’S PLAN OF REORGANIZATION UNDER 

SUBCHAPTER V OF CHAPTER 11 

Holiday Hospitality Franchising, LLC (“HHF”), by and through its undersigned counsel, 

hereby filed this Limited Objection to Debtor’s Plan of Reorganization Under Subchapter V of 

Chapter 11 [Doc. 73], and states as follows: 

BACKGROUND 

1. HHF, as licensor, and Bhavi Hospitality LLC (the “Debtor”), as licensee, are 

parties to that certain Holiday Inn Express® & Suites Hotel New Development License 

Agreement dated September 24, 2015 (as the same may have been amended, the “License 

Agreement”) that permits the Debtor to operate a Holiday Inn Express® branded hotel (the 

“Hotel”). A true and correct copy of the License Agreement is attached as Exhibit A to HHF’s 

Amended Proof of Claim No. 3 filed in this case. 

2. During the pendency of this bankruptcy, the Debtor has been operating the Hotel 

subject to the License Agreement. Pursuant to the License Agreement, the Debtor is required to 

perform all of its obligations under the License Agreement, including continuing to pay the 

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monetary obligations (the “Franchise Fees”) as they come due. Pursuant to the interim orders 

granting the Debtor’s use of cash collateral [Docs. 56 & 71] (“Cash Collateral Orders”), the 

Debtor was authorized to use cash collateral to pay the Franchise Fees in the ordinary course 

during this case. 

3. Section 6.8 of the Plan provides that the Debtor will assume the License 

Agreement, but the Plan is silent regarding the proposed cure amount, timing of cure payment, 

and when the License Agreement is deemed assumed. 

LIMITED OBJECTION 

4. Section 365 of the Bankruptcy Code provides that a debtor in possession may 

assume or reject any executory contract or unexpired lease. See 11 U.S.C. § 365(a). If there has 

been a default under an executory contract, the debtor in possession may not assume such 

contract unless, at the time of assumption, the debtor in possession (a) cures, or provides 

adequate assurance that the debtor in possession will promptly cure, such default, (b) 

compensates, or provides adequate assurance of prompt compensation, for any actual pecuniary 

loss resulting from such default, and (c) provides adequate assurance of future performance 

under such contract. See 11 U.S.C. § 365(b)(1)(A)–(C). 

5. Debtors much cure all pre- and post-petition defaults in conjunction with the 

assumption and assignment of the License Agreement. 11 U.S.C. § 365(b)(1); see In re Fleming 

Cos., No. 03-10945 (MFW), 2004 Bankr. LEXIS 198, at *13 (Bankr. D. Del. Feb. 27, 2004) 

(“Section 365 provides that a debtor cannot assume an executory contract on which there has 

been a default unless it cures or provides adequate assurance that it will promptly cure such 

default.”) (citing 11 U.S.C. § 365(b)(1)(A)); accord In re Liljeberg Eners., Inc., 304 F.3d 410 

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(5th Cir. 2002) (“[T]he debtor party must take full account of the cost to cure all existing defaults 

owed to the non-debtor party when assessing whether the contract is beneficial to the estate.”). 

6. In order to assume the License Agreement, the Debtor must pay to HHF before or 

on the Effective Date of the Plan a monetary cure payment of $71,833.61 for unpaid pre-petition 

Franchise Fees, plus $22,500 as reimbursement of its attorneys’ fees and costs, for a total 

monetary cure of $94,333.61. See License Agreement at ¶14.J. Debtor must also be required to 

pay all post-petition Franchise Fees due under the License Agreement in the ordinary course as 

they become due in order to remain in compliance with the License Agreement and Cash 

Collateral Orders, and to avoid the unnecessary accrual of administrative expense claims or 

increase of cure costs. HHF further requests that the Debtor be required to assume any ancillary 

agreements to the License Agreement, including the Master Technology Agreement between the 

Debtor and HHF’s parent company Six Continents Hotels, Inc. (“SCH”) dated September 27, 

2018, which permits the Debtor to acquire certain software, hardware, services, training, and 

access of the reservation system necessary for the Debtor to operate the Hotel. 

7. HHF further requests that the Plan or any confirmation order makes clear that 

nothing contained in the discharge, releases, and injunction provisions of Article VIII of the 

Plan, is intended to alter, change, or otherwise modify HHF’s rights with respect to the personal 

guaranties by Mehul Gajera, Hinal Gajera, Kirit S. Patel, Shobha K. Patel, Prashant Gajera, and 

Shilpa Gajera’s obligations under the License Agreement. See NLRB v. Bildisco & Bildisco, 465 

U.S. 513, 531 (1984) (when a debtor assumes an executory contract, “it assumes the contract 

cum onere”). 

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RESERVATION OF RIGHTS

8. The Plan is subject to further objection and reservation of HHF’s rights if the Plan 

is otherwise modified to affect the Debtor’s treatment of the License Agreement and/or the cure 

required to assume the License Agreement. 

CONCLUSION

9. WHEREFORE, HHF respectfully requests (a) that any assumption the License 

Agreement (i) be conditioned upon full payment of $94,333.61, (ii) require the Debtor to remain 

current on post-petition Franchise Fees, (iii) require the Debtor to assume any ancillary 

agreements to the License Agreement, and (iv) clarify that the personal guaranties of the 

obligations under the License agreement remain unaltered, and (b) such other and further relief 

as the Court deems just and proper. 

DATED: July 24, 2024 ALSTON & BIRD LLP

By: /s/ Jared M. Slade

Jared M. Slade 

Texas Bar No. 24060618 

2200 Ross Avenue, Suite 2300 

Dallas, TX 75201 

Phone: 214-922-3424 

Fax: 214-502-0365 

And 

Leib M. Lerner (CA Bar No. 227323) 

Douglas J. Harris (CA Bar No. 329946) 

350 South Grand Avenue, 51st Fl. 

Los Angeles, CA 90071 

Telephone: 213-576-1000 

Facsimile: 213-576-1100 

Email: leib.lerner@alston.com (admited pro hac vice) 

Email: douglas.harris@alston.com (admitted pro hac vice) 

Counsel to Holiday Hospitality Franchising, LLC

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CERTIFICATE OF SERVICE 

I hereby certify that on July 24, 2024, a true and correct copy of the foregoing HOLIDAY 

HOSPITALITY FRANCHISING, LLC’S LIMITED OBJECTION TO DEBTOR’S PLAN OF 

REORGANIZATION UNDER SUBCHAPTER V OF CHAPTER 11 was electronically mailed 

to the parties that are registered or otherwise entitled to receive electronic notices in this case 

pursuant to the Electronic Filing Procedures in this District. 

/s/ Jared M. Slade 

 Jared M. Slade 

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