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Full title: Amended Motion to enforce Plan and Confirmation Order and (II) For an Order (A) To Show Cause Why First Horizon Bank, as Successor by Merger to Iberiabank, Lockard Midland Square, LLC, Midland Tower Properties, LLC, and Lockard Development, Inc. Should Not be Held in Contempt of Court and (B) Granting an Award of Sanctions [Related Document 997] (related document(s): 875 Order confirming chapter 11 plan) Filed by Debtor Studio Movie Grill Holdings, LLC (Attachments: # 1 Exhibit A # 2 Exhibit B) (Veteto, Jeffery)

Document posted on Aug 17, 2021 in the bankruptcy, 29 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Reorganized Debtors in these Chapter 11 cases, along with the last four digits of each Reorganized Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); 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 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 XXII, LLC (6748); 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 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(ii) finding that First Horizon Bank, as successor by merger to Iberiabank (“Iberia”) and Lockard Midland Square, LLC, Midland Tower Properties, LLC, and Lockard Development, Inc. (collectively, the “Landlord”) violated the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iii) requiring Iberia and the Landlord to show cause why they should not be held in contempt of Court for violating the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iv) requiring Iberia to immediately (a) dismiss the State Court Proceeding (as defined below) with prejudice and/or (b) cease and desist further

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Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 ATTORNEYS FOR STUDIO MOVIE GRILL HOLDINGS, LLC, et al. IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Case No. 20-32633-SGJ-11 § Studio Movie Grill Holdings, LLC, et al., § (Chapter 11) § Debtors.1 § (Jointly Administered) § MOVIE GRILL CONCEPTS XXXII, LLC’S AMENDED EMERGENCY MOTION (I) TO ENFORCE PLAN AND CONFIRMATION ORDER AND (II) FOR AN ORDER (A) TO SHOW CAUSE WHY FIRST HORIZON BANK, AS SUCCESSOR BY MERGER TO IBERIABANK, LOCKARD MIDLAND SQUARE, LLC, MIDLAND TOWER PROPERTIES, 1 The Reorganized Debtors in these Chapter 11 cases, along with the last four digits of each Reorganized Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); 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 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 XXII, LLC (6748); 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 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) (collectively, the “Reorganized Debtors,” and prior to the occurrence of the Effective Date (as defined below), the “Debtors”)).

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LLC, AND LOCKARD DEVELOPMENT, INC. SHOULD NOT BE HELD IN CONTEMPT OF COURT AND (B) GRANTING AN AWARD OF SANCTIONS Reorganized Debtor Movie Grill Concepts XXXII, LLC (“MGC XXXII”) hereby files this Amended Emergency Motion (I) To Enforce Plan and Confirmation Order and (II) For an Order (A) To Show Cause Why First Horizon Bank, as Successor by Merger to Iberiabank, Lockard Midland Square, LLC, Midland Tower Properties, LLC, and Lockard Development, Inc. Should Not be Held in Contempt of Court and (B) Granting an Award of Sanctions (this “Motion”), and moves the Court for entry of an order2: (i) enforcing the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order (each as defined below); (ii) finding that First Horizon Bank, as successor by merger to Iberiabank (“Iberia”) and Lockard Midland Square, LLC, Midland Tower Properties, LLC, and Lockard Development, Inc. (collectively, the “Landlord”) violated the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iii) requiring Iberia and the Landlord to show cause why they should not be held in contempt of Court for violating the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iv) requiring Iberia to immediately (a) dismiss the State Court Proceeding (as defined below) with prejudice and/or (b) cease and desist further prosecution of the State Court Proceeding, and requiring the Landlord to grant MGC XXXII immediate access to the Prosperity Location (as defined below) to enable them to retrieve Personal Property (as defined below); and (v) finding Iberia and the Landlord in civil contempt and requiring them to pay sanctions, including but not limited to all present and future damages, costs, and attorneys’ fees incurred in prosecuting and defending all matters in connection herewith and other damages as set forth below. In support of this Motion, MGC XXXII respectfully represent as follows: 2 Any capitalized terms not defined herein shall have the meaning set forth in Article I.A of the Fourth Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Docket No. 869] (the “Plan”).

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PRELIMINARY STATEMENT 1. The Landlord and Iberia, the Landlord’s secured lender, have collectively, and improperly, taken action to prevent MGC XXXII from retrieving Personal Property that vested in MGC XXXII free and clear of liens, claims, and interests on the Effective Date under the Plan. Specifically, Iberia and the Landlord have prohibited the MGC XXXII’s entry into the previously leased Prosperity Location for purposes of recovering the Personal Property. In addition, and notwithstanding this Court’s approval of the Plan vesting the Personal Property in MGC XXXII free and clear of liens, claims, and interests, Iberia has filed a new state court lawsuit in North Carolina seeking (1) to enjoin MGC XXXII from gaining entry and (2) a determination that the Personal Property is the Landlord’s property and, in turn, Iberia’s collateral. The Landlord and Iberia carried out the foregoing with knowledge, and in violation, of the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order. For the reasons set forth below, the Court should (a) enforce the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (b) find that the Landlord and Iberia violated the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (c) require the Landlord and Iberia to show cause why they should not be held in contempt of Court for such conduct; (d) require the Landlord to grant MGC XXXII access to the Prosperity Location to retrieve the Personal Property; (e) either (i) require Iberia to dismiss the State Court Proceeding with prejudice and/or (ii) cease and desist further prosecution of the State Court Proceeding; and (f) find the Landlord and Iberia in civil contempt and require them to pay sanctions, including but not limited to all present and future damages, costs, and attorneys’ fees incurred in prosecuting and defending all matters in connection herewith and other damages as set forth below. JURISDICTION AND VENUE 2. The United States Bankruptcy Court for the Northern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This Court retains jurisdiction to

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enforce its own Confirmation Order. In re Cont’l Airlines, Inc., 236 B.R. 318, 325 (Bankr. D. Del. 1999) (“It is axiomatic that a court possesses the inherent authority to enforce its own orders.”). 3. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). 4. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 5. The statutory bases for the relief requested herein are sections 105(a), 524, 1141, and 1142 of title 11 of the United States Code (the “Bankruptcy Code”) and Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) 3020(d), 9014, and 9020. FACTS A. Procedural Background 6. On July 2, 2018, Movie Grill Concepts XXXII, LLC, as tenant, entered into that certain Lease Agreement (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement dated January 25, 2019 (the “Lease Amendment”, and collectively with the Original Lease, the “Prosperity Lease”) with the Landlord pertaining to the premises commonly known as Unit 302 within the Prosperity Market Shopping Center located at 5336 Docia Crossing Road in Charlotte, North Carolina (the “Prosperity Location”). 7. On October 23, 2020 (the “Petition Date”), the Debtors each commenced a voluntary case under chapter 11 of the Bankruptcy Code in the Court, commencing the above-referenced chapter 11 cases (the “Chapter 11 Cases”). 8. On January 27, 2021, the Court entered its 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, 2021; and (II) Granting Related Relief; and (B) Continuing the Hearing as to Certain Remaining Unexpired Commercial Real Property Leases[Docket No. 552] (the “Rejection Order”). Pursuant to the Rejection Order, the Prosperity Lease

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was rejected pursuant to section 365(a) of the Bankruptcy Code effective as of October 23, 2020 (i.e., the Petition Date). 9. Although the Prosperity Lease was rejected effective as of the Petition Date, certain property of the Debtors’ estates remained on site at the Prosperity Location. Such property includes certain luxury electric reclining chairs (the “Recliners”), kitchen equipment (the “Kitchen Equipment”), furniture, artwork, signage, supplies, and other property (collectively, the “Personal Property”). The Personal Property, including the Recliners and the Kitchen Equipment, constitutes personal property of MGC XXXII. During the pendency of the Chapter 11 Cases and after the Effective Date of the Plan, the Personal Property continued to retain its nature and character as personal property. To the extent any such Personal Property was physically installed at the Prosperity Location, it is readily removable. For example, to remove the Recliners, MGC XXXII must simply unbolt the screws from the floor and disconnect an electrical plug. 10. During the pendency of the Chapter 11 Cases, the Personal Property remained property of the estate of Debtor MGC XXXII. As further described below, such Personal Property vested in Reorganized Debtor MGC XXXII on the Effective Date of the Plan free and clear of all liens, claims and interests. Plan, Art. IV.C.3; Conf. Order, ¶ 11. 11. The Debtors and the Landlord negotiated agreed language that was included in the Rejection Order regarding the storage of the Debtors’ Personal Property at the Prosperity Location, which language provides, “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.” Rej. Order, Ex. A, ¶ 4 (emphasis added). 12. At various times following entry of the Rejection Order, the Landlord and the Debtors and/or MGC XXXII agreed to extend the term for storing the Personal Property at the Prosperity

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Location in lieu of any administrative expense claim of the Landlord in exchange for $10,000.00, the terms of which agreements were memorialized in four stipulations entered by the Court. See Docket Nos. 849, 932, 959, and 972. 13. On March 31, 2021, the Court entered its Findings of Fact, Conclusions of Law, and Order Confirming Debtors’ Fourth Amended Joint Chapter 11 Plan of Reorganization [Docket No. 875] (the “Confirmation Order”). The Confirmation Order is a final order. FED.R.BANKR.P. 3020(e). 14. April 15, 2021 was the effective date of the Plan (the “Effective Date”). Docket No. 917. The Chapter 11 Cases remain open notwithstanding the occurrence of the Effective Date. 15. Movie Grill Concepts XXXII, LLC (i.e., the tenant under the Prosperity Lease) is now a “Reorganized Debtor” under the Plan that emerged from the Chapter 11 Cases as of the Effective Date. See Docket No. 913-1, p. 119. 16. Pursuant to the Plan and the Confirmation Order, “on the Effective Date … all property in each Estate … vest[ed] in each applicable Reorganized Debtor … free and clear of all Liens, Claims, charges, interests, or other encumbrances” (subject to certain, specified but inapplicable exceptions). Plan, Art. IV.C.3; Conf. Order, ¶ 11. 17. Upon information and belief, prior to the occurrence of the Effective Date of the Plan, the Landlord and Iberia entered into a forbearance agreement with respect to the Landlord’s obligations under its credit facility with Iberia. 18. During the Chapter 11 Cases Debtors and/or MGC XXXII, as applicable, engaged in discussions with the Landlord regarding the terms of a potential new lease for the Prosperity Location. In the months following the Effective Date, the Reorganized Debtors and/or MGC XXXII, as applicable, engaged in discussions with Iberia, presumably under rights it acquired via the forbearance agreement and/or that certain Assignment of Leases granted by the Landlord in favor of Iberia dated and recorded on or about March 17, 2016, regarding the terms of a potential new lease for the Prosperity

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Location. Indeed, the Debtors determined to make Debtor Movie Grill Concepts XXXII, LLC a “Reorganized Debtor” under the Plan – rather than a “Non-Reorganized Debtor” that would not emerge with the reorganized company on the Effective Date – with the goal of entering into a new lease and opening a theater at the Prosperity Location. During these lease discussions, Iberia indicated that its termination of the Prosperity Lease would potentially help resolve certain contractors’ liens associated with the Prosperity Location and thereby facilitate the Landlord and/or Iberia and Movie Grill Concepts XXXII, LLC in reaching an agreement on terms for the new lease. Given the circumstances, Movie Grill Concepts XXXII, LLC did not object to such course of action, and on July 12, 2021, the Landlord sent a Notice of Lease Termination and Notices to Leasehold Mortgagee (the “Termination Notice”) to Reorganized Debtors Studio Movie Grill Holdings, LLC and Movie Grill Concepts XXXII, LLC, and Goldman Sachs Specialty Lending Group, L.P., in its capacity as leasehold mortgagee (in such capacity, the “Leasehold Mortgagee”) under the Prosperity Lease. The Termination Notice purports to terminate the Prosperity Lease, effective 11:59 p.m. Prevailing Eastern Time on Tuesday, July 13, 2021. The Termination Notice also purports to impose on the Leasehold Mortgagee a 30-day deadline commencing July 13, 2021 to remove equipment or other assets constituting “Pledged Collateral” of the Leasehold Mortgagee under the Prosperity Lease. 19. On July 27, 2021, MGC XXXII notified the Landlord and Iberia (through counsel) that, given the requirements of the Notice, they intended to enter the Prosperity Location to remove the Personal Property (and the Leasehold Mortgagee’s collateral) beginning on August 2, 2021 through August 12, 2021 (the “July 27 Notice”). 20. MGC XXXII verbally requested an extension of time consistent with the ordinary course of the stipulated extensions, which the Landlord unreasonably denied, upon information and belief, at the direction of Iberia.

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21. On July 28, 2021, Iberia’s counsel responded to the July 27 Notice explaining that “Iberiabank does not object to supervised access to the [Prosperity Location] for the orderly removal of property from August 2 through August 12.” MGC XXXII promptly engaged movers to remove the Personal Property at the Prosperity Location and arranged for certain of their out-of-state personnel to travel to North Carolina to facilitate such removal commencing on August 4, 2021 to meet Iberia’s requested deadline to remove the Personal Property by August 12, 2021. MGC XXXII also voluntarily provided a detailed inventory to Iberia’s counsel on July 29, 2021. 22. Only later did Iberia and the Landlord let their true intentions with respect to terminating the Prosperity Lease become evident. On August 1, 2021, Iberia’s counsel notified counsel to MGC XXXII and the Leasehold Mortgagee that, contrary to its prior assurances, MGC XXXII would not be granted access to the Prosperity Location and that the Recliners and Kitchen Equipment must remain at the Prosperity Location. For the very first time, and only after MGC XXXII commenced the process to remove the Personal Property, Iberia informed MGC XXXII of its (incorrect) position that termination of the Prosperity Lease on July 13 resulted in a transfer of the Personal Property – i.e., property of Reorganized Debtor Movie Grill Concepts XXXII, LLC – to the Landlord, and simultaneously barred MGC XXXII from entering the Prosperity Location. The Landlord did not dispute or oppose Iberia’s barring of MGC XXXII from the Prosperity Location. 23. On the afternoon of August 3, 2021, Iberia’s counsel again notified counsel to MGC XXXII and the Leasehold Mortgagee that Iberia objected to the removal start date of August 4, 2021, as to any property of MGC XXXII and stating that no access to the Prosperity Location would be granted. At such time, neither Iberia nor the Landlord had granted MGC XXXII access to the Prosperity Location. 24. Within hours after Iberia’s notification on August 3, 2021, Iberia filed a Verified Complaint (the “Complaint”) against Reorganized Debtor Movie Grill Concepts XXXII, LLC and

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Goldman Sachs Specialty Lending Group, L.P. (collectively in such capacities, the “Defendants”) in the General Court of Justice, Superior Court Division for the County of Mecklenburg, North Carolina (the “State Court”), styled as case number 2021 CVS 12488 (the “State Court Proceeding”), and a Motion for Temporary Restraining Order and Preliminary Injunction (the “TRO”). A true and correct copy of the Complaint is attached as Exhibit A. 25. The Complaint seeks (a) a declaratory judgment finding that a majority of the Personal Property, namely, the Recliners and Kitchen Equipment, constitute property of the Landlord that shall remain at the Prosperity Location and (b) a temporary, preliminary, and permanent injunction prohibiting the Defendants from, among other things, removing such Personal Property. The Complaint further incorrectly alleges that the Landlord owns such Personal Property and that Iberia has a lien on such Personal Property. Compl., ¶ 15, 17. Notably, the Landlord is not a party to the State Court Proceeding. 26. On August 5, 2021, the State Court held a hearing to consider the TRO and subsequently approved and entered a Consent Order (the “Consent Order”) pursuant to which the Defendants agreed not to remove property from the Prosperity Location for a period of ten (10) days following entry of the Consent Order. The Consent Order has been subsequently extended until August 26, 2021. 27. As of the filing of this Motion, MGC XXXII is barred from entering the Prosperity Location to retrieve the Personal Property. B. Summary of Pertinent Provisions of the Plan and the Confirmation Order 28. The Plan contains certain discharge, lien release, and injunctive provisions. In particular, the Plan’s discharge provision (the “Plan Discharge”) provides, in pertinent part, as follows: Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, the Confirmation Order, or in any contract,

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instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims3 … Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens4 on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date … and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the Holder of such a Claim or Interest has accepted the Plan. The entry of the Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the Effective Date. Plan, Art. VIII.A (emphasis added). 29. The Plan’s lien release provisions provide as follows: Except as otherwise specifically provided in the Plan, and excluding all DIP Liens and Liens securing the Prepetition Lenders’ Claims on the property and assets of the Reorganized Debtors, which Liens shall be assigned to the Exit Agent under the Plan and the Exit Facility Loan Documents to secure the obligations under the Exit Facility, or as provided in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date, and except with regard to Secured Claims that the Debtors, with the Agent’s consent, elect to Reinstate in accordance with Article III.B of the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns (including Reorganized SMG, if applicable), in each case, without any 3 The term “Claim” is defined in the Plan as “any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors, whether or not asserted or Allowed.” Plan, Art. I.A.39. Section 101(5) of the Bankruptcy Code defines “claim” to mean “right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or … right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.” 11 U.S.C. § 101(5). 4 The term “Lien” is defined in the Plan as having “the meaning set forth in section 101(37) of the Bankruptcy Code and, with respect to any asset, includes any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind. Plan, Art. I.A.122. Section 101(37) of the Bankruptcy Code defines “lien” to mean “charge against or interest in property to secure payment of a debt or performance of an obligation.” 11 U.S.C. § 101(37).

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further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors or the Reorganized Debtors, as applicable. The Reorganized Debtors are authorized to execute any document or make any filing necessary to further document the release of any lien, security interest or similar encumbrance. Plan, Art. VIII.B (emphasis added). 30. The injunction provisions of the Plan (the “Plan Injunction”) provide, in pertinent part, as follows: Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities that have held, hold, or may hold Claims, Interests, Liens or Causes of Action that have been released pursuant to Article VIII.B [or] Article VIII.D … of the Plan (if applicable), or are discharged pursuant to Article VIII.A of the Plan, … are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors … or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (3) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; … and (6) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action released or settled pursuant to the Plan. Plan, Art. VIII.H (emphasis added). 31. The terms of the Plan are incorporated by reference into the Confirmation Order. Conf. Order, ¶ GG. The Confirmation Order contains identical language as the Plan regarding the discharge and release of liens. Id. at ¶¶ 40, 52. The Confirmation Order approved all discharge, injunction, release, and exculpation provisions set forth in the Plan and provides that they are effective and binding on all persons and entities to the extent provided therein. Id. at ¶ 51.

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32. Pursuant to the Confirmation Order, the Court retains “exclusive jurisdiction over all matters arising in or related to, the Chapter 11 Cases.” Conf. Order, ¶¶ OO; 97. Moreover, pursuant to the Plan, the Court retains “exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code,” including jurisdiction to “enter and implement such orders as may be necessary to execute, implement, or consummate the Plan [and] Confirmation Order.” Plan, Art. XI.7. 33. Pursuant to the Plan, “[O]n the Effective Date … all property in each Estate … vest[ed] in each applicable Reorganized Debtor … free and clear of all Liens, Claims, charges, interests, or other encumbrances,” subject to certain, specified but inapplicable exceptions. Plan, Art. IV.C.3; Conf. Order, ¶ 11. RELIEF REQUESTED 34. By this Motion, pursuant to Sections 105(d), 524, and 1141 of the Bankruptcy Code, Bankruptcy Rules 3020(d), 9014, and 9020, and all applicable provisions of the Plan and the Confirmation Order, MGC XXXII seeks entry of an order: (i) enforcing the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (ii) finding that Iberia and the Landlord violated the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iii) requiring Iberia and the Landlord to show cause why they should not be held in contempt of Court for violating the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iv) requiring Iberia to (a) immediately dismiss the State Court Proceeding with prejudice and/or (b) cease and desist further prosecution of the State Court Proceeding, and requiring the Landlord to grant MGC XXXII immediate access to the Prosperity Location to retrieve Personal Property; and (v) finding Iberia and the Landlord in civil contempt and requiring them to pay sanctions, including but not limited to all present and future damages, costs, and attorneys’ fees incurred in prosecuting and defending all matters in connection herewith and other damages as set forth below.

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BASIS FOR RELIEF REQUESTED A. The Personal Property Vested in and Became Property of Reorganized Debtor MGC XXXII Free and Clear of Liens, Claims, and Interests on the Effective Date. 35. The Personal Property that is the subject of Iberia’s Complaint, namely, the Recliners and Kitchen Equipment, are the personal property of Reorganized Debtor MGC XXXII, and such Personal Property has never lost its nature as personal property. Such Personal Property vested in and became property of Reorganized Debtor MGC XXXII free and clear of liens, claims, and interests on the Effective Date of the Plan. 36. Section 1141(b) and (c) of the Bankruptcy Code provide that “the confirmation of a plan vests all of the property of the estate in the debtor,” and that such property is “free and clear of all claims and interests.” 11 U.S.C. § 1141(b), (c). Moreover, the Plan and the Confirmation Order specifically provide, “[O]n the Effective Date … all property in each Estate … shall vest in each applicable Reorganized Debtor … free and clear of all Liens, Claims, charges, interests, or other encumbrances” (other than Liens of the administrative agent under the Debtors’ prepetition credit facility and postpetition debtor-in-possession financing facility, which were assigned to the administrative agent under the Reorganized Debtors’ exit credit facility on the Effective Date). Plan, Art. IV.C.3; Conf. Order, ¶ 11. 37. Upon the commencement of and during the pendency of the Chapter 11 Cases, the Personal Property was property of the Debtors’ estates. 11 U.S.C. § 541.5 Neither Iberia nor the Landlord contend that the Personal Property did not constitute property of the estate. In fact, Iberia’s mistaken argument that the Personal Property became property of the Landlord is predicated on the fact that the Landlord took steps purporting to terminate the Prosperity Lease, which was well after 5 Debtor Movie Grill Concepts XXXII, LLC listed the Personal Property in its Schedule of Assets and Liabilities. See Case No. 20-32676, Dkt. No. 5, pp. 19-20 (listing “Kitchen & Restaurant Equipment” and “Theater Chairs, and Other Fixtures and Furniture in the Theater”).

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the occurrence of the Effective Date. Compl., ¶ 27. Interestingly, the Landlord is not even a party to the State Court Proceeding whereby Iberia seeks to enjoin MGC XXXII, relying upon the terms of the Prosperity Lease under which Iberia has no rights. 38. The clear and unambiguous language of the Bankruptcy Code, the Plan, and the Confirmation Order establish that property of the Debtors’ estates vested in the Reorganized Debtors as of the Effective Date free and clear of all Liens, Claims, charges, interests, or other encumbrances. The nature and character of such Personal Property did not change during the Chapter 11 Cases or during the period following the Effective Date. For these reasons, the Personal Property vested in MGC XXXII on the Effective Date free and clear of Iberia’s or the Landlord’s Claim to or Liens on the same.6 B. To the Extent it is Argued that any Personal Property is a Fixture, such Personal Property is a Removable Trade Fixture 39. The Personal Property is the personal property of Reorganized Debtor MGC XXXII, and such Personal Property has never lost its nature as personal property. However, to the extent any Personal Property is instead found to be a fixture under North Carolina law, all such Personal Property is a removable trade fixture that has never lost its character as such, consistent with the holding in the Nationsbank of N. Carolina v. Capital Associates Intern. case.SeeNationsBank of N. Carolina, N.A. v. Capital Associates Intern., Inc., 916 F. Supp. 549, 554 (W.D.N.C. 1996). The court in that case found that “[T]rade fixtures are those items of personal property brought upon the land by a tenant which are 6 As noted above, Iberia admits in the Complaint that the Personal Property at issue was MGC XXXII’s property as of the Effective Date, all of which vested in MGC XXXII free and clear of liens pursuant to the Plan and the Confirmation Order. See Compl., ¶ 27 (asserting that MGC XXXII’s property became the Landlord’s only upon the purported termination of the Prosperity Lease). The State Court Proceeding is, in substance, an impermissible collateral attack on the Court’s determination in the Confirmation Order that property of the Debtors’ estates vested in the Reorganized Debtors free and clear of liens, which is barred by principles of res judicata and collateral estoppel. SeeMatter of Linn Energy, L.L.C., 927 F.3d 862, 867 (5th Cir. 2019) (“[W]hen parties to a bankruptcy case have been given a fair chance to challenge … a provision of a plan approved by the bankruptcy court during the case and fail to do so, they cannot challenge the court’s order later through a collateral attack.”); In re Senior Care Centers, LLC, 622 B.R. 680, 690 (Bankr. N.D. Tex. 2020) (prohibiting creditor from collaterally attacking confirmation order by seeking de novo review by Texas state district court).

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necessary to carry on the trade or business to which the land will be devoted” and further that a tenant is allowed to remove what has apparently become affixed to the land, if affixed for the purpose of trade and not merely for the better enjoyment of the premises. Id. 40. The Personal Property, including the Recliners and the Kitchen Equipment, are easily removable and necessary and specific to the intended purpose of the Prosperity Location, which was to run and operate a dine-in movie theater. 41. North Carolina law is consistent in upholding a tenant’s right to remove and reuse similarly affixed (or more significantly affixed) trade fixtures in other business locations, as MGC XXXII seeks to do here. DOT v. Adams Outdoor Advertising, 370 N.C. 101 (2017) (advertising billboard held a trade fixture/personal property when it was 65 feet tall, weighed approximately 30,000 pounds, had a steel monopole support, and was attached to the land by a foundation that was dug 18 feet into the ground, 6 feet around, and backfilled with concrete. Lessee “removed the billboard and structure from the CHS Lot by carefully dismantling them and reinstalling major components thereof at another billboard location along Independence Boulevard, as permitted by the lease agreement.”); Western Railroad v. Deal, 90 N.C. 110 (1884) (railroad’s house depot held a trade fixture/personal property and the railroad could remove it from the realty and relocate it a few hundred yards to the side of its track for use with a new set of lines); Overman v. Sasser, 12 S.E. 64 (N.C. 1890) (an engine, cotton gin and condenser that were bolted and nailed to the realty affirmed to be removable trade fixtures/personal property: “From the facts set forth, the court concludes that the engine, cotton gin and condenser were attached to the mill by the tenant by the curtesy, after his term commenced, not solely for the better enjoyment of the land and farm, but for the purpose of milling corn and ginning cotton for the neighborhood, as well as for himself, and for the mixed purpose of trade and agriculture, and that the said engine, gin and condenser did not become fixtures, and did not descend to the defendants with the land.” (internal citations omitted)).

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42. These holdings follow long-held principles in the landlord-tenant relationship under North Carolina law, as established by the North Carolina Supreme Court: As between landlord and tenant, the intent with which fixtures are attached to the freehold becomes material, and if it appear that they were for the better temporary use of the premises, they may be treated as ‘trade fixtures,’ and hence removable. The liberality extended a tenant, in favor of trade and to encourage industry, may not apply as between vendor and vendee or mortgagor and mortgagee. The reason for the rigid enforcement of the rule in the one case and its relaxation in the other is clearly pointed out by Pearson, C. J., in Moore v. Vallentine, 77 N.C. 188. When fixtures are annexed to the land by the owner, actual or potential, the purpose is to enhance the value of the freehold, and to be permanent. But with the tenant a different purpose is to be served, hence for the encouragement of trade, manufacturing, etc., the tenant is allowed to remove what has apparently become affixed to the land, if affixed for the purposes of trade, and not merely for the better enjoyment of the premises. Stephens v. Carter, 246 N.C. 318, 98 S.E.2d 311 (1957) (internal citations omitted). 43. In fact, the general presumption of removability lies with the tenant. “In disputes between landlord and tenant, there is a general presumption that the tenant, by annexing fixtures, did so for his own benefit and not to enrich the freehold, and the law accordingly construes the tenant's right to remove his annexations liberally, at least where removal may be effected without material injury to the freehold.” Ilderton Oil Company v. Riggs, 186 S.E.2d 691 (N.C. Ct. App. 1972). “[W]here the improvement is made by one who does not own the fee, such as a tenant, the law is indulgent and, in order to encourage industry, the tenant is permitted “the greatest latitude” in removing equipment which he has installed upon the land.” Little v. National Service Industries, et al., 340 S.E.2d 510 (N.C. 1986). 44. While intent of the fixture is a factor, “if it appear[s] that they were for the better temporary use of the premises, they may be treated as ‘trade fixtures’ and hence [are] removable.” Springs v. Refining Co., 205 N.C. 444, 171 S.E. 635 (1933). 45. Under these principles, to the extent any Personal Property – including the Kitchen Equipment and the Recliners – is found to be a fixture under North Carolina law, such property

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constitutes a trade fixture that MGC XXXII may retrieve because it is readily removable without damage to the Prosperity Location, in accord with common industry practices. C. The Landlord’s Sole Recourse Under the Rejected Prosperity Lease is to Assert an Unsecured Rejection Damages Claim Against the Debtors in the Chapter 11 Cases. 46. Section 365(a) of the Bankruptcy Code provides that a debtor may reject any executory contract or unexpired lease of the debtor. 11 U.S.C. § 365(a). Rejection of an executory contract or lease constitutes a material breach of such contract or lease. 11 U.S.C. § 365(g). Rejection does not effectuate a termination of the executory contract or lease; rather, upon rejection a breach is deemed to occur effective immediately prior to the commencement of the bankruptcy. Matter of Austin Dev. Co., 19 F.3d 1077, 1082 (5th Cir. 1994). Rejection claims “are treated as prepetition claims … and because the parties’ rights are deemed prepetition, state law governs the rights stemming from the breach.” Stewart Title Guar. Co. v. Old Republic Nat. Title Ins. Co., 83 F.3d 735, 741 (5th Cir. 1996); In re Indep. Am. Real Estate, Inc., 146 B.R. 546, 553 (Bankr. N.D. Tex. 1992) (“[A] claim is allowable for those damages resulting from the breach, and the Court will determine the amount and validity of the claim as of the date of the breach.”); Lauter v. Citgo Petroleum Corp., CV H-17-2028, 2018 WL 801601, at *15 (S.D. Tex. Feb. 8, 2018) (rejection “constituted a material breach that triggered a dischargeable, unsecured, pre-petition claim by [counterparty] against the estate effective immediately before [debtor’s] bankruptcy”). Indeed, such breach “results in a general unsecured claim against the bankruptcy estate for the damages caused by the debtor’s future nonperformance.” In re Chesapeake Energy Corp., 622 B.R. 274, 280 (Bankr. S.D. Tex. 2020). “The authority to reject an executory contract is vital to the basic purpose of a Chapter 11 reorganization, because rejection can release the debtor’s estate from burdensome obligations that can impede a successful reorganization.” In re Nat’l Gypsum Co., 208 F.3d 498, 504 (5th Cir. 2000) (internal quotations omitted). 47. When the Debtors rejected the Prosperity Lease during the Chapter 11 Cases, a breach under the Prosperity Lease was deemed to occur prior to the Petition Date. Landlord’s sole remedy

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upon rejection was to file an unsecured claim against the Debtors for rejection damages resulting from such breach. Such a Claim was discharged and released under the Plan Discharge. If the Landlord’s unsecured rejection damages claim is allowed under the Plan, the Landlord may be entitled to the distribution afforded to similarly situated unsecured creditors under the Plan. 48. Stated differently, upon rejection of the Prosperity Lease, the Debtors were relieved of all obligations thereunder and the terms of the Prosperity Lease are not enforceable as against MGC XXXII. In accordance with its Complaint, it is clear that Iberia is relying upon the rejected Prosperity Lease as the cause of its purported acquisition of rights. Due to the rejection, any language in the Prosperity Lease purporting to effectuate a future change in ownership of the Debtors’ assets cannot result in the Landlord obtaining a property interest in property of MGC XXXII post-rejection. And Iberia, as the Landlord’s lender, is even further removed from asserting such an interest. D. Iberia and the Landlord Each Violated the Discharge and Injunction Provisions of Bankruptcy Code, the Plan, and the Confirmation Order. 49. Section 1141(d) of the Bankruptcy Code provides, “[T]he confirmation of a plan … discharges the debtor from any debt that arose before the date of such confirmation.” 11 U.S.C. § 1141(d); Matter of T-H New Orleans Ltd. P'ship, 116 F.3d 790, 803 (5th Cir. 1997) (“Confirmation of a plan of reorganization grants the Chapter 11 debtor a discharge of all debts arising prior to confirmation.”). Further, “section 524 [of the Bankruptcy Code] protects a debtor from any subsequent action by a creditor whose claim has been discharged in a bankruptcy case … [and] operates as an injunction against enforcement” of such a debt. Matter of Edgeworth, 993 F.2d 51, 53 (5th Cir. 1993); 11 U.S.C. § 524(a)(2) (“A discharge … operates as an injunction against the commencement or continuation of an action, the employment of process, or an act, to collect, recover or offset any such debt as a personal liability of the debtor ….”); see also In re Pilgrim's Pride Corp., 08-45664-DML-11, 2010 WL 200000, at *4 (Bankr. N.D. Tex. Jan. 14, 2010) (“Section 1141(d) provides for a discharge of Debtors that extends to most claims that may have been asserted against them.

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Section 524(a)(2) of the Code provides that a discharge granted pursuant to the Code operates as an injunction against pursuit of a discharged debtor for any discharged claim.”). “A violation of the injunction is an affront to the issuing court.” In re Crocker, 941 F.3d 206, 216 (5th Cir. 2019), as revised (Oct. 22, 2019). 50. In addition to the statutory discharge and injunction provisions established by the Bankruptcy Code, the Plan and the Confirmation Order prohibit parties from taking acts against the Reorganized Debtors and their property. In particular, the Plan Discharge provides that “the distributions, rights, and treatment that are provided in the Plan [are] in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims [and] Interests … whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties.” Plan, Art. VIII.A; Conf. Order, ¶ 52. 51. The Plan Injunction similarly prohibits “all Entities that have held, hold, or may hold Claims, Interests, Liens, or Causes of Action that have been released [under] the Plan or are discharged pursuant to … the Plan” from taking certain actions against the Reorganized Debtors. Plan, Art. VIII.H. Such prohibited actions include “enforcing any Lien … against [the Debtors or the Reorganized Debtors] or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action.” Id. 52. Iberia and the Landlord are subject to the discharge and injunction provisions that became effective on the Effective Date pursuant to sections 1141(d) and 524(a)(2) of the Bankruptcy Code, Article VIII.A and Article VIII.H of the Plan, and the Confirmation Order, which incorporates the provisions of the Plan by reference. 53. In particular, Iberia claims to assert a Lien upon the Personal Property – i.e., property of the estates that vested in MGC XXXII free and clear.7 Landlord also holds an unsecured rejection 7

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damages Claim against the Debtors. Any such Liens and Claims were released and discharged by the Plan. See Plan, Art. VIII.H (making “all Entities that have held, hold, or may hold Claims, Interests, Liens or Causes of Action that have been released [by the Plan] or are discharged [by the Plan]” subject to the Plan Injunction). The “distributions, rights, and treatment that are provided in the Plan” were in “complete satisfaction, discharge, and release, effective as of the Effective Date,” of such Claims, Interests, Liens, and/or Causes of Action. Id., Art. VIII.A. Therefore, any purported Claim to or Lien upon the Personal Property was extinguished as of the Effective Date in exchange for the treatment for such Liens and Claims set forth in the Plan. 54. Iberia violated the Plan Injunction by, among other things: (1) commencing the State Court Proceeding with respect to its purported Lien upon or claim to the Personal Property;8(2) seeking to recover a declaratory judgment on account of a claim to the Personal Property, which vested in MGC XXXII free and clear of liens (other than certain, specified Liens);9 (3) enforcing its purported Lien upon the Personal Property;10 and (4) commencing an action on account of its purported Liens, which were released under the Plan.11 55. Moreover, the Landlord participated in the Chapter 11 Cases and had significant engagement with the Debtors during the pendency of the Chapter 11 Cases, and was aware of the terms of the Plan and the Confirmation Order. Yet, notwithstanding the clear terms of the Plan and the Confirmation Order – and their knowledge of the same – the Landlord, under the direction of 8 Plan, Art. VIII.H (prohibiting parties from “commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens, or Causes of Action”). 9 Id. (prohibiting parties from “enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action”). 10 Id. (prohibiting parties from “creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action”). 11Id. (prohibiting parties from “commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action released or settled pursuant to the Plan.”).

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Iberia or at minimum by acquiescence to Iberia, and Iberia have blocked entry to the Prosperity Location and Iberia filed the Complaint, preventing MGC XXXII from accessing the Personal Property, and asserting Claims against and Liens in the same. Such actions were in direct violation of the Bankruptcy Code, the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order. E. The Court Should Enforce the Plan and the Confirmation Order and (a) Require Iberia to Dismiss the State Court Proceeding with Prejudice and/or (b) Enjoin Iberia From Further Prosecuting the State Court Proceeding, and (c) Require the Landlord to Grant Access to the Prosperity Location. 56. It is well-settled that bankruptcy courts have the power interpret their own orders. See, e.g., In re Tribune Co., 464 B.R. 126, 179 n.63 (Bankr. D. Del. 2011) (“The Supreme Court has recognized that a ‘Bankruptcy Court plainly ha[s] jurisdiction to interpret and enforce its own prior orders.”) (quoting Travelers Indemnity Co. v. Bailey, 557 U.S. 137, 151 (2009)); In re Continental Airlines, Inc., 236 B.R. 318, 325–26 (Bankr. D. Del. 1999) (“It is axiomatic that a court possesses the inherent authority to enforce its own orders.”), aff’d, 279 F.3d 226 (3d Cir. 2002). 57. Section 105 of the Bankruptcy Code provides that a bankruptcy court is authorized to issue any order, process or judgment necessary to carry out the provisions of the Bankruptcy Code, and “gives the bankruptcy court the power and the jurisdiction to enforce its valid orders.” In re Marcus Hook Dev. Park, Inc., 943 F.2d 261, 266 (3d Cir. 1991) (quotations omitted). 58. This Court further has the power to enforce the Plan Discharge and the Plan Injunction pursuant to Section 1141 of the Bankruptcy Code and prohibit actions against MGC XXXII and its property based upon pre-petition claims. See, e.g., Monarch Life Ins. Co. v. Ropes & Gray, 65 F.3d 973 (1st Cir. 1995) (plan injunctions are appropriate to prevent proceedings where pursuit of such actions would adversely impact bankruptcy estate); E. W. Resort Dev., 2014 WL 4537500, at *10. 59. Accordingly, the Court should exercise its powers to enforce the Plan Injunction and the Confirmation Order to require Iberia to dismiss the State Court Proceeding with prejudice and/or

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enjoin Iberia from further prosecuting the State Court Proceeding, and require the Landlord to grant MGC XXXII immediate access to the Prosperity Location to retrieve its Personal Property. F. The Court Should Require Iberia and the Landlord to Show Cause Why They Should Not be Held in Contempt of Court. 60. Iberia and the Landlord should be required to show cause why they should not be held in civil contempt of Court for violation of the Plan, the Plan Discharge, the Plan Injunction, and the Confirmation Order. 61. “Civil contempt can serve two purposes,” either coercing compliance with an order or “compensat[ing] a party who has suffered unnecessary injuries or costs because of contemptuous conduct.” In re Bradley, 588 F.3d 254, 263 (5th Cir. 2009). The elements of civil contempt are “(1) that a court order was in effect, and (2) that the order required certain conduct by the respondent, and (3) that the respondent failed to comply with the court’s order.” Id. (quoting Fed. Deposit Ins. Corp. v. LeGrand, 43 F.3d 163, 170 (5th Cir. 1995)). The power of a court to hold a party in contempt “is an inherent power of the federal courts and that it includes the power to punish violations of their own orders.” Id. at 265. It is well established that bankruptcy courts possess civil contempt power. Id. at 266. Indeed, “Bankruptcy Code provisions, Bankruptcy Rules and court orders may not be violated without recourse.” In re Rodriguez, 517 B.R. 724, 729 (Bankr. S.D. Tex. 2014). 62. Further, it is irrelevant whether a party’s violation of a court order or the Bankruptcy Code or Bankruptcy Rules was done in good faith. Id. (“Countrywide cannot avoid responsibility even if it acted without bad faith .... When the potential consequences of a violation are dire, the need for relief for violation of a court order is obviously enhanced.”); Campbell v. Countrywide Home Loans, Inc., 545 F.3d 348, 355 (5th Cir. 2008) (willful stay violation does not require specific intent). Section 105(a) of the Bankruptcy Code provides bankruptcy courts broad authority to “take any action that is necessary or appropriate ‘to prevent an abuse of process.’” Marrama v. Citizens Bank of Massachusetts, 549 U.S. 365, (2007).

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63. A bankruptcy court may issue any order, including a civil contempt order, necessary or appropriate to carry out the provisions of the Bankruptcy Code. Placid Ref. Co. v. Terrebonne Fuel & Lube (In re Terrebone Fuel & Lube), 108 F.3d 609, 613 (5th Cir. 1997). This Court has inherent authority to enforce its own orders related to a plan of reorganization and may enforce such orders by civil contempt proceedings. 64. All three elements for civil contempt exist here: (i) the Confirmation Order, which included the Plan Injunction, was entered before the Landlord and Iberia blocked access to the Prosperity Location and Iberia filed the State Court Proceeding; (ii) the Confirmation Order (including the Plan Injunction) prohibit the Landlord and Iberia from taking acts against property of the MGC XXXII, and (iii) the Landlord and Iberia violated the Confirmation Order and the Plan Injunction by preventing MGC XXXII from retrieving the Personal Property. The Landlord and Iberia intentionally sought to delay and obfuscate their true intentions in bad faith. Moreover, the Landlord and Iberia were aware of the Plan Injunction and the Confirmation Order when they carried out such acts. 65. Accordingly, MGC XXXII requests the entry of an Order requiring the Landlord and Iberia to show cause why they should not be held in contempt of Court and, absent such showing, entering an order holding such parties in contempt. G. The Court Should Award Sanctions. 66. Bankruptcy courts must make a finding of bad faith to impose sanctions pursuant to their inherent authority, but “bad faith may be inferred.” VSP Labs, Inc. v. Hillair Capital Invs. LP, 619 B.R. 883, 904 (N.D. Tex. 2020); see Skyport, 642 F. App’x at 304 (affirming sanctions where bankruptcy court “repeatedly stated that it found their state court petition was [] a direct violation of the injunction provisions contained in Skyport’s Chapter 11 confirmation order”). 67. The Fifth Circuit has held that an order “which compensates the debtor for damages suffered as a result of a creditor’s violation of a post-confirmation injunction under 11 U.S.C. § 1141,

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was both necessary and appropriate to carry out the provisions of the bankruptcy code.” In re Terrebonne Fuel & Lube, Inc., 108 F.3d at 613. Although parties generally bear their own litigation costs, “one exception to this rule is for willful disobedience of a court order.” Grossman v. Belridge Grp. (In re Lothian Oil, Inc.), 531 F. App’x 428, 446 (5th Cir. 2013) (“Given Anti-Lothian and its attorneys’ decision to ignore the injunction order, we have little difficulty in concluding that this exception applies here.”). Indeed, section 105 “is broad enough to empower bankruptcy courts to sanction attorneys in conjunction with their inherent power to implement the Bankruptcy Code and prevent abuses of bankruptcy process.” In re Rollings, No. 04-31511-H3-7, 2008 Bankr. LEXIS 993, at *30 (Bankr. S.D. Tex. Mar. 31, 2008). 68. The Supreme Court has also held that a court’s inherent power permits it to assess attorneys’ fees against a party who has “acted in bad faith, vexatiously, wantonly, or for oppressive reasons.” Chambers v. NASCO, Inc., 501 U.S. 32, 46 (1991). Chambers “allows for sanctions when a party’s ‘bad-faith conduct,’ beyond that occurring in trial, is ‘in direct defiance of the sanctioning court.’” In re Skyport Glob. Commun., Inc., 642 F. App’x 301, 303 (5th Cir. 2016). A bankruptcy court may also impose sanctions when the court finds that (1) the conduct of a party multiplied the proceedings; and (2) the conduct was both unreasonable and vexatious. See 28 U.S.C. § 1927; Travelers Ins. v. St. Jude Hasp., 38 F.3d 1414, 1416–17 (5th Cir. 1994); 804 Cong., LLC v. Ruiz (In re 804 Cong., LLC), No. 1:15-CV-766-LY, 2016 U.S. Dist. LEXIS 2136, at *5 (W.D. Tex. Jan. 7, 2016) (affirming sanctions). 69. The Court should impose sanctions against the Landlord and Iberia. Each party acted in bad faith in violating the Plan Injunction and Confirmation Order, particularly in light of the fact that they were aware of the terms and conditions of the same. Appropriate sanctions should include all costs and attorneys’ fees MGC XXXII has been forced to incur in connection with these matters, and in prosecuting this Motion, as well as any further sanctions, including but not limited to

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consequential and punitive damages, to ensure future compliance with the Court’s orders. MGC XXXII reserves the right to seek additional present and future damages and sanctions, including consequential and punitive damages, as the same continue to accrue daily. PRAYER WHEREFORE, MGC XXXII requests entry of an order: (i) enforcing the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order (each as defined below); (ii) finding that Iberia and the Landlord violated the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iii) requiring Iberia and the Landlord to show cause why they should not be held in contempt of Court for violating the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order; (iv) requiring Iberia to (a) immediately dismiss the State Court Proceeding with Prejudice and/or (b) cease and desist from further prosecuting the State Court Proceeding, and requiring the Landlord to grant MGC XXXII immediate access to the Prosperity Location (as defined above) to retrieve Personal Property (as define above); and (v) finding Iberia and the Landlord in civil contempt and requiring them to pay sanctions, including but not limited to all present and future damages, costs, and attorneys’ fees incurred in prosecuting and defending all matters in connection herewith and other damages as set forth above, and grant them such other and further relief to which the Debtors may be justly entitled.

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DATED: August 18, 2021 Respectfully submitted, LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Jeffery M. Veteto Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law ATTORNEYS FOR MOVIE GRILL CONCEPTS XXXII, LLC CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document was served on the parties listed below, on all parties consenting to electronic service of this case via the Court’s ECF system for the Northern District of Texas on all parties electronically accepting service on the 18th day of August, 2021. /s/ Jeffery M. Veteto Jeffery M. Veteto

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CERTIFICATE OF CONFERENCE On August 13, 2021, counsel for movant conferred with Ronald Bruckman, counsel for Iberia, regarding the relief sought in this Motion and provided a copy for review. Counsel have not been able to resolve the matters raised in this Motion. On August 13, 2021, counsel for movant sought conference with Deborah Fletcher, counsel for Landlord, regarding the relief sought in this Motion and provided a copy for review. Counsel have not been able to resolve the matters raised in this Motion. Certified to the 13th day of August, 2021, by Jeffery M. Veteto. /s/ Jeffery M. Veteto Jeffery M. Veteto

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EXHIBIT A Complaint

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EXHIBIT B Proposed Order

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