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Full title: Joinder by filed by Creditor Goldman Sachs Specialty Lending Group, L.P. (RE: related document(s)997 Emergency 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. S, 1003 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. Sho). (Pyeatt, Matthew)

Document posted on Aug 18, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

In re: § Chapter 11 § Studio Movie Grill Holdings, LLC, et al.§ (Jointly Administered) § 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 ManagementJOINDER OF GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. IN DEBTOR’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, LLC AND LOCKARD DEVELOPMENT, INC. SHOULD NOT BE HELD IN CONTEMPT OF COURT AND (B) GRANTING AN AWARD OF SANCTIONS Goldman Sachs Special Lending Group, L.P., as administrative and collateral agent under the Debtors’ prepetition credi

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William L. Wallander (TX 20780750) James J. Lee (TX 12074550) Matthew J. Pyeatt (TX 24086609) VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3900 Dallas, Texas 75201-2975 Tel: 214-220-7700 Fax: 214-220-7787 bwallander@velaw.com; jimlee@velaw.com mpyeatt@velaw.com COUNSEL FOR GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION § In re: § Chapter 11 § Studio Movie Grill Holdings, LLC, et al.,1 § Case No. 20-32633-SGJ-11 § Debtors. § (Jointly Administered) § 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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JOINDER OF GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. IN DEBTOR’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, LLC AND LOCKARD DEVELOPMENT, INC. SHOULD NOT BE HELD IN CONTEMPT OF COURT AND (B) GRANTING AN AWARD OF SANCTIONS Goldman Sachs Special Lending Group, L.P., as administrative and collateral agent under the Debtors’ prepetition credit facility,2 as administrative agent under the Debtors’ postpetition debtor-in-possession financing credit facility,3 and as administrative agent under the Reorganized Debtors’ exit financing credit facility4 (collectively, in such capacities, in each of the aforesaid credit facilities, the “Agent”, and on behalf of the lenders, including itself, in each of the aforesaid credit facilities (collectively, the “Lenders”)), hereby files this joinder (the “Joinder”) to Reorganized Debtor 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, LLC, and Lockard Development, Inc. Should Not be Held in Contempt of Court and (B) Granting an Award of Sanctions [Docket No. 1003] (the “Motion”), and in support thereof respectfully submits the following: JOINDER 1. The Agent, by this joinder, supports the relief sought in the Motion for enforcement of this Court’s orders and jurisdiction with respect to the property in dispute, adopting from the 2 That certain Third Amended and Restated Credit and Guaranty Agreement dated as of October 22, 2020 by and among, among others, the Debtors, the Agent, and the lenders party thereto. 3 That certain Senior Secured Superpriority Debtor-in-Possession Financing Amendment dated as of October 27, 2020, by and among, among others, the Debtors, the Agent, and the lenders party thereto. 4 That certain Credit and Guaranty Agreement dated as of April 15, 2021, by and among, among others, Studio Movie Grill Holdings, LLC and its subsidiaries, as borrowers, Studio Movie Grill Parent, LLC and Studio Movie Grill Intermediate Holdings, LLC, as guarantors, the Agent, and the other credit parties and lenders party thereto.

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Motion, as applicable, the reasons set forth therein and the arguments and authorities advanced as though set forth herein, in each case, as applicable, upon information and belief. 2. The Agent further reserves any and all rights and remedies of the Agent and the Lenders including, without limitation, those in connection with or related to any and all matters raised in the Motion and any hearing(s) to consider the same, as well as the Agent’s claims, liens and security interests in its collateral, including, without limitation, the Personal Property (as defined in the Motion)) and any other legal or equitable rights and remedies in accordance with the Agent’s credit facilities, loan and security documents, orders of this Court, and applicable law. REQUEST FOR RELIEF WHEREFORE, the Agent respectfully requests that the Court enter an order consistent with the relief sought in the Motion; and for such other relief as may be just and equitable under the circumstances.

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Dated: August 19, 2021 Respectfully submitted, /s/ William L. Wallander VINSON & ELKINS LLP William L. Wallander, Esq. (TX 20780750) James J. Lee, Esq. (TX 12074550) Matthew J. Pyeatt, Esq. (TX 24086609) Trammel Crow Center 2001 Ross Avenue, Suite 3900 Dallas, TX 75201 Tel: 214-220-7700 Fax: 214-220-7716 Emails: bwallander@velaw.com; jimlee@velaw.com; mpyeatt@velaw.com Counsel to Goldman Sachs Specialty Lending Group, L.P. CERTIFICATE OF SERVICE I certify that on August 19, 2021 a true and correct copy of the foregoing was served by the Electronic Case Filing system for the United States Bankruptcy Court for the Northern District of Texas on those parties that have consented to such service. /s/ Matthew J. Pyeatt One of Counsel

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