HTML Document View

Full title: Notice of Filing Redline of Second Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors filed by Debtor Studio Movie Grill Holdings, LLC (RE: related document(s)700 Amended chapter 11 plan filed by Debtor Studio Movie Grill Holdings, LLC (RE: related document(s)619 Chapter 11 plan).). (Wright, Frank)

Document posted on Mar 4, 2021 in the bankruptcy, 89 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

“Allowed” means, with respect to any Claim or Interest, except as otherwise provided herein: (a) a Claim or Interest in a liquidated amount as to which no objection has been Filed prior to the applicable Claims Objection Deadline and that is evidenced by a Proof of Claim or Interest, as applicable, timely Filed by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of Claim or Interest, as applicable, under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim or Interest that is scheduled by the Debtors as neither Disputed, contingent, nor unliquidated, and for which no Proof of Claim or Interest, as applicable, has been timely Filed in an unliquidated or a different amount; (c) a Claim or Interest that is upheld or otherwise Allowed: (i) pursuant to the Plan, including but not limited to the Prepetition Lenders’ Claims; (ii) in any stipulation that is approved by the Bankruptcy Court by a Final Order; (iii) pursuant to any contract, instrument, indenture, or other agreement entered into or assumed in connection herewith; (iv) by Final Order (including any such Claim to which the Debtors or GUC Trust had objected or which the Bankruptcy Court had Disallowed prior to such Final Order); or (v) in the judgment of the Debtors or the GUC Trustee, as applicable, prior to the expiration of the Claims Objection Deadline; provided that with respect to a Claim or Interest described in clauses (a) through (c) above, such Claim or Interest shall be considered Allowed only if and to the extent that with respect to such Claim or Interest no objection to the allowance thereof has been or, in the Debtors’, Reorganized Debtors’ reasonable good faith judgment, may be interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and the Claim or Interest, as applicable, shall have been Allowed by a Final Order; provided, further, that no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized Debtor, as applicable.“Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and Interests, (a) leaving unaltered the legal, equitable, and contractual rights to which a Claim or Interest entitles the Holder thereof so as to leave such Claim or Interest Unimpaired or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim or Interest to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; (iii) compensating the Holder of such Claim for any damage

Page 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTOR. § Jointly Administered NOTICE OF FILING REDLINE OF SECOND AMENDED JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”), hereby file a redline comparison of their Second Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Docket No. 700] to the previously filed Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Docket No. 619]. 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

Page 2

DATED: March 5, 2021 Respectfully submitted, LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Frank J. Wright Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law COUNSEL TO DEBTORS AND DEBTORS-IN-POSSESSION 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 and via United States Mail, first class postage prepaid, on March 5, 2021 on the Debtor’s Complex Service List. /s/ Jeffery M. Veteto Jeffery M. Veteto

Page 3

FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTOR. § Jointly Administered SECOND AMENDED JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS Dated: February March 115, 2021 FRANK J.WRIGHT JEFFERY M.VETETO JAY A.FERGUSON LAW OFFICES OF FRANK J.WRIGHT,PLLC 2323 Ross Ave. | Suite 730 Dallas, Texas 75201 Telephone: (214) 935.9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law ATTORNEYS FOR DEBTORS AND DEBTORS-IN-POSSESSION 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV,

Page 4

TABLE OF CONTENTS Page INTRODUCTION ................................................................................................................... 1 ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW ...................................................... 1 A. Defined Terms. ....................................................................................................................... 1 B. Rules of Interpretation. ........................................................................................................ 23 C. Computation of Time .......................................................................................................... 23 D. Governing Law. .................................................................................................................... 24 E. Reference to Monetary Figures .......................................................................................... 24 F. Conflicts ................................................................................................................................. 24 G. Reference to Debtors or Reorganized Debtors ..................................................... 24ARTICLE II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN CLAIMS ............................................................................................................... 24 A. Administrative Claims. ......................................................................................................... 24 B. Priority Tax Claims ............................................................................................................... 27 C. DIP Facility Claims. ............................................................................................................. 27 D. Statutory Fees. ....................................................................................................................... 28 ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS .................................................................................................................. 28 A. Classification of Claims and Interests ................................................................................ 28 B. Treatment of Claims and Interests. .................................................................................... 28 C. Special Provision Governing Unimpaired Claims. .......................................................... 33 D. Elimination of Vacant Classes. ........................................................................................... 33 E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code. ...................................................................................................... 34 F. Voting Classes; Presumed Acceptance by Non-Voting Classes .................................... 34 G. Presumed Acceptance and Rejection of the Plan ............................................................ 34 H. Interests .................................................................................................................................. 34 I. Controversy Concerning Impairment. .............................................................................. 34 J. Subordinated Claims and Interests .................................................................................... 34

Page 5

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN ............................... 35 A. Restructuring Transactions.................................................................................................. 35 B. GUC Trust ............................................................................................................................. 35 C. The Equitization Restructuring. ......................................................................................... 39 D. The Asset Sale Restructuring .............................................................................................. 45 E. Settlement and Compromise ............................................................................................... 50 F. Settlement of Claims After the Effective Date ................................................................ 51 G. Cancellation of Certain Existing Securities. ...................................................................... 52 H. Section 1146 Exemption ..................................................................................................... 52 I. Corporate Existence ............................................................................................................. 52 J. Restructuring Expenses ....................................................................................................... 53 K. Document Retention ............................................................................................................ 53 L. Closing of Chapter 11 Case ................................................................................................. 53 ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES .......................................................................................................... 54 A. Assumption and Rejection of Executory Contracts and Unexpired Leases............... 54 B. Claims Based on Rejection of Executory Contracts or Unexpired Leases. ................ 54 C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. ............ 55 D. Effect of Rejection of Executory Contracts and Unexpired Leases ............................ 56 E. Insurance Policies. ............................................................................................................... 56 F. Modifications, Amendments, Supplements, Restatements, or Other Agreements. .. 56 G. Reservation of Rights .......................................................................................................... 57 H. Nonoccurrence of Effective Date .................................................................................... 57 I. Contracts and Leases Entered Into After the Petition Date. ....................................... 57 J. Non-Reorganized Debtors ................................................................................................ 57 ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS ....................................... 57 A. Timing and Calculation of Amounts to Be Distributed. ............................................... 57 B. Delivery of Distributions and Undeliverable or Unclaimed Distributions. ................ 58 C. Special Rules for Distributions to Holders of Disputed Claims. ................................. 59 D. Manner of Payment............................................................................................................. 59 E. Exemption from Securities Act Registration Requirements. ........................................ 59 F. Compliance with Tax Requirements ................................................................................ 60

Page 6

G. No Postpetition or Default Interest on Claims. ............................................................. 60 H. Setoffs and Recoupment. ................................................................................................... 61 I. No Double Payment of Claims. ........................................................................................ 61 J. Claims Paid or Payable by Third Parties. ......................................................................... 61 K. Allocation of Distributions Between Principal and Interest. ........................................ 62 ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS .................................................................. 62 A. Allowance of Claims. .......................................................................................................... 62 B. Claims Administration Responsibilities. .......................................................................... 62 C. Adjustment to Claims Without Objection ...................................................................... 63 D. Time to File Objections to Claims or Interests. ............................................................. 63 E. Estimation of Claims. ......................................................................................................... 63 F. Disputed and Contingent Claims Reserve. ...................................................................... 64 G. Disallowance of Claims. ..................................................................................................... 64 H. Amendments to Proofs of Claim ...................................................................................... 64 I. Reimbursement or Contribution. ...................................................................................... 64 J. No Distributions Pending Allowance. ............................................................................. 64 K. Distributions After Allowance .......................................................................................... 65 ARTICLE VIII. RELEASE, INJUNCTION, EXCULPATION, AND RELATED PROVISIONS.......................................................................................................................... 65 A. Discharge of Claims and Termination of Interests. ....................................................... 65 B. Release of Liens ................................................................................................................... 65 C. Releases by the Debtors. .................................................................................................... 66 D. Releases by Holders of Claims and Interests. ................................................................. 67 E. Mutual Releases by Agent Released Parties and Schultz Parties .................................. 68 F. Exculpation. ......................................................................................................................... 69 G. Injunction. ............................................................................................................................ 70 H. Protections Against Discriminatory Treatment .............................................................. 70 I. Recoupment ......................................................................................................................... 70 J. Binding Effect ...................................................................................................................... 71 ARTICLE IX. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .................. 71 A. Conditions Precedent to the Effective Date ................................................................... 71

Page 7

B. Waiver of Conditions. ......................................................................................................... 72 C. Substantial Consummation ................................................................................................ 72 D. Effect of Failure Conditions ............................................................................................. 72 ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN ............................................................................................................................. 72 A. Modification and Amendments ........................................................................................ 72 B. Effect of Confirmation on Modifications. ...................................................................... 72 C. Revocation or Withdrawal of Plan ................................................................................... 73 ARTICLE XI. RETENTION OF JURISDICTION ............................................................. 73 ARTICLE XII. MISCELLANEOUS PROVISIONS ............................................................. 75 A. Immediate Binding Effect .................................................................................................. 75 B. Additional Documents. ...................................................................................................... 75 C. Dissolution of the Committee. .......................................................................................... 75 D. Payment of Statutory Fees. ................................................................................................ 76 E. Reservation of Rights .......................................................................................................... 76 F. Successors and Assigns. ...................................................................................................... 76 G. Notices. ................................................................................................................................. 77 H. Term of Injunctions or Stays ............................................................................................. 77 I. Entire Agreement ................................................................................................................ 78 J. Exhibits. ................................................................................................................................ 78 K. Nonseverability of Plan Provisions .................................................................................. 78 L. Votes Solicited in Good Faith ........................................................................................... 78

Page 8

INTRODUCTION Studio Movie Grill Holdings, LLC and its jointly administered Debtors, as debtors and debtors in possession propose this Second Amended Joint Plan of Reorganization for the resolution of the outstanding Claims against, and Interests in, certain of the Debtors as set forth herein. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, business, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. ALL HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW A. Defined Terms. As used in the Plan, capitalized terms have the meanings set forth in the Introduction above or in the definitions below. 1. “341 Notice” means the notice of chapter 11 bankruptcy case filed in the Chapter 11 Cases at ECF No. 89, which, inter alia, specified the Bar Date. 2. “503(b)(9) Claim” means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code. 3. “Administrative Claim” means a Claim for costs and expenses of administration of the Estates or the Chapter 11 Cases of a Reorganized Debtor under sections 503(b) (including 503(b)(9) Claims), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional Fee Claims; (c) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1911–1930, and (d) all requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy Code. 4. “Administrative Claims Bar Date” means the applicable deadline for Filing requests for allowance and payment of Administrative Claims, which: (a) if subject to the Administrative Claims Bar Date Order, was February 15, 2021, (b) if subject to a separate order of the Court, is as set forth in such order, and (c) if not subject to the Administrative Claims Bar Date Order or another order of the Court, (i) with respect to General Administrative Claims other than those that were accrued in the ordinary course of business, shall be 30 days after the Effective Date unless an earlier date was set by

Page 9

the Bankruptcy Court with respect to such General Administrative Claim; and (ii) with respect to Professional Fee Claims, shall be 60 days after the Effective Date. 5. “Administrative Claims Bar Date Order” means the order of the Bankruptcy Court, dated January 21, 2021 (ECF No. 532), setting forth the final date for Filing requests for allowance and payment of Administrative Claims arising or incurred on or before January 31, 2021, subject to certain exceptions as set forth therein. 6. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code when used in reference to a Debtor, and when used in reference to an Entity other than a Debtor, means another Entity that directly or indirectly owns, controls, or holds Securities of such Entity other than a Debtor. 7. “Agent” means, collectively, the DIP Agent and the Prepetition Agent; provided that any reference to the Agent on a post-Effective Date basis shall, if an Equitization Restructuring occurs, mean the Exit Agent.2 8. “Agent Credit Bid” means a credit bid submitted by Agent pursuant to the Credit Bid Right. 9. “Agent Panterra Assets” means 50% of net proceeds of the Panterra Claims recovered by the GUC Trust in excess of $4,000,000.00. 10. “Agent Purchaser” means, in the event an Asset Sale Restructuring occurs where the prevailing purchaser of all or substantially all of the Debtors’ assets is the Agent or its designated Entity, the Agent or its designated Entity in the capacity of such prevailing purchaser. 11. “Agent Released Parties” means (a) the Prepetition Lenders; (b) the Prepetition Agent; (c) the DIP Agent; (d) the DIP Lenders; (e) the Exit Agent; (f) the Exit Facility Lenders; (g) the Agent Purchaser, if any; (h) Goldman Sachs & Co. LLC; (i) Crestline; (j) with respect to each of the foregoing (a) through (i), each of such Entity and its current and former Affiliates, and (k) with respect to each of the foregoing (a) through (j), each of such Entity and its Related Persons. 12. “Agent Trust” means, in the event an Asset Sale Restructuring occurs, the trust to be established on the Effective Date pursuant to this Plan pursuant to the Agent Trust Agreement, or such other Entity designated by the Agent to receive the Agent Trust Assets and established in the Agent’s discretion. 13. “Agent Trust Agreement” means, in the event an Asset Sale Restructuring occurs, the trust agreement substantially in the form included in the Plan Supplement to be entered into on 2 Except as otherwise expressly provided herein, no determination, agreement, decision, consent, election, approval, acceptance, waiver, designation, authorization, or other similar circumstance or matter of or by the Agent hereunder or related hereto (including any determination as to whether any particular document is acceptable to the Agent) (the “Agent Consent”) or requested of the Agent by the Debtors shall be inferred from any action, inaction, or acquiescence of the Agent, and shall not be given other than by a writing acceptable to the Agent that is signed by the Agent or its authorized representative or attorney and expressly states such Agent Consent, without limitation. Any act committed or action taken by the Agent hereunder shall be deemed to be made for itself and for and on behalf of the Prepetition Lenders and/or the DIP Lenders, as applicable. Any authority or other right, benefit, or interest granted to the Agent hereunder is deemed to be granted to the Agent for itself and for and on behalf of the DIP Lenders and/or the Prepetition Lenders, as applicable. Any Agent Consent hereunder or in any Plan Document shall require the approval of the Requisite Lenders (as defined in the DIP Credit Agreement).

Page 10

or before the Effective Date between the Debtors and the Agent Trustee, in form and substance acceptable to the Agent. 14. “Agent Trust Beneficiary” means a Holder of an Allowed Claim entitled to receive a distribution from the Agent Trust pursuant to the Plan, in its capacity as such. 15. “Agent Trust Interest” means, in the event an Asset Sale Restructuring occurs, a non-certificated beneficial interest in the Agent Trust that, subject to the terms of the Plan and the Agent Trust Agreement, shall be granted to each Holder of an Allowed Class 2 Claim, which shall entitle such holder to a Pro Rata share in the Agent Trust Assets. 16. “Agent Trustee” means, in the event an Asset Sale Restructuring occurs, the Person selected by the Agent to serve as the trustee of the Agent Trust, and any successor thereto, in accordance with the Plan and the Agent Trust Agreement. 17. “Agent Trust Assets” means in the event an Asset Sale Restructuring occurs, all property and assets of the Debtors (including the Agent Panterra Assets) other than (a) the GUC Trust Assets and (b) any property and assets of the Debtors listed on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors to be transferred to the Agent Trust. The Agent Trust Assets shall be subject to the Liens of the Agent as they exist on the Effective Date. 18. “Allowed” means, with respect to any Claim or Interest, except as otherwise provided herein: (a) a Claim or Interest in a liquidated amount as to which no objection has been Filed prior to the applicable Claims Objection Deadline and that is evidenced by a Proof of Claim or Interest, as applicable, timely Filed by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of Claim or Interest, as applicable, under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim or Interest that is scheduled by the Debtors as neither Disputed, contingent, nor unliquidated, and for which no Proof of Claim or Interest, as applicable, has been timely Filed in an unliquidated or a different amount; (c) a Claim or Interest that is upheld or otherwise Allowed: (i) pursuant to the Plan, including but not limited to the Prepetition Lenders’ Claims; (ii) in any stipulation that is approved by the Bankruptcy Court by a Final Order; (iii) pursuant to any contract, instrument, indenture, or other agreement entered into or assumed in connection herewith; (iv) by Final Order (including any such Claim to which the Debtors or GUC Trust had objected or which the Bankruptcy Court had Disallowed prior to such Final Order); or (v) in the judgment of the Debtors or the GUC Trustee, as applicable, prior to the expiration of the Claims Objection Deadline; provided that with respect to a Claim or Interest described in clauses (a) through (c) above, such Claim or Interest shall be considered Allowed only if and to the extent that with respect to such Claim or Interest no objection to the allowance thereof has been or, in the Debtors’, Reorganized Debtors’ reasonable good faith judgment, may be interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and the Claim or Interest, as applicable, shall have been Allowed by a Final Order; provided, further, that no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized Debtor, as applicable. Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or Disputed, and for which no Proof of Claim or Interest is or has been timely Filed, is not considered Allowed and shall be deemed expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court.

Page 11

For the avoidance of doubt, a Proof of Claim or Interest Filed after the Bar Date shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow,” “Allowing,” and “Allowance” shall have correlative meanings. Any Claim against a Debtor that is not a Reorganized Debtor shall not be “Allowed.” 19. “Asset Purchase Agreement” means one or more asset purchase agreements from a third-party purchaser acceptable to the Agent pursuant to which an Asset Sale is consummated. 20. “Asset Sale” means the sale or sales of substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code or under this Plan pursuant to section 1123(a)(5)(D) of the Bankruptcy Code, the terms of which shall be acceptable to the Agent. 21. “Asset Sale Restructuring” means a restructuring pursuant to which the Asset Sale is consummated, which shall occur if (a) an Asset Sale is consummated with (i) a Third Party Purchaser or (ii) an Agent Purchaser following the Agent’s election via the Plan Toggle Right to implement an Asset Sale pursuant to section 363 of the Bankruptcy Code, or (b) the Agent elects via the Plan Toggle Right to implement an Asset Sale pursuant to section 1123(a)(5)(D) of the Bankruptcy Code rather than to implement an Equitization Restructuring. For the avoidance of doubt, an Asset Sale Restructuring may, subject to the consent of the Agent, be consummated with a Third Party Purchaser after the Agent’s exercise of the Plan Toggle Right pursuant to terms and sale procedures acceptable to the Agent, including through the Plan. 22. “Assumed Executory Contract and Unexpired Lease List” means the list of Executory Contracts and Unexpired Leases (with proposed Cure Claims) which shall be (a) in the event an Equitization Restructuring occurs, assumed by the Reorganized Debtors under section 365 of the Bankruptcy Code or (b) in the event the Asset Sale Restructuring occurs, assumed and assigned to the Purchaser under section 365 of the Bankruptcy Code, which list shall be in form and substance acceptable to the Agent (and, in the event an Asset Sale Restructuring to a Third-Party Purchaser occurs, reasonably acceptable to such Third-Party Purchaser) and included in the Plan Supplement. 23. “Assumed Executory Contracts and Unexpired Leases” means those Executory Contracts and Unexpired Leases to be assumed by the applicable Reorganized Debtors under section 365 of the Bankruptcy Code or to be assumed by the Debtors and assigned to the Purchaser under section 365 of the Bankruptcy Code, including as set forth on the Assumed Executory Contract and Unexpired Lease List. 24. “Avoidance Actions” means any and all actual or potential avoidance, recovery, subordination, or other related Cause of Action that may be asserted by or on behalf of the Debtors or their Estates that may arise under Chapter 5 of the Bankruptcy Code, including but not limited to sections 544, 545, 547, 548, 549, 550, 551, 553(b), and 724(a) of the Bankruptcy Code, or applicable non-bankruptcy law. 25. “Ballot” means the ballot applicable to the relevant Holder of a Claim, substantially in the form approved by the Disclosure Statement Order. 26. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended from time to time.

Page 12

27. “Bankruptcy Court” means the United States Bankruptcy Court for the Northern District of Texas, Dallas Division or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, the United States District Court for the Northern District of Texas. 28. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and Official Bankruptcy Forms promulgated under section 2075 of the Judicial Code, as amended, the Federal Rules of Civil Procedure, as amended, as made applicable to the Chapter 11 Cases or proceedings therein, and the general, local, and chambers rules of the Bankruptcy Court, as amended, including the Local Bankruptcy Rules. 29. “Bar Date” means the applicable date established by which Proofs of Claims and Interests must be Filed in these Chapter 11 Cases pursuant to the 341 Notice, which date is February 21, 2020, except with respect to Proofs of Claims filed by Governmental Units, which is May 22, 2021, and certain other exceptions including as set forth in the 341 Notice, the Administrative Claims Bar Date Order, and/or the DIP Order. 30. “Bid Procedures” means those certain bid procedures approved by the Bankruptcy Court pursuant to the Bid Procedures Order, as may be amended from time to time. 31. “Bid Procedures Order” means the order of the Bankruptcy Court, dated December 11, 2020 (ECF No. 335), setting forth the procedures for competitive bidding for the sale of the Debtors’ assets, as may be amended from time to time. 32. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)), on which commercial banks are open for business in Dallas, Texas. 33. “Cash” means the legal tender of the U.S. and equivalents thereof, including bank deposits, checks, and other similar items. 34. “Cash Management Order” means the Final Order dated October 29, 2020, authorizing the Debtors to, inter alia, continue to use their existing cash management system and maintain existing bank accounts (ECF No. 96), as may be further amended. 35. “Causes of Action” means all actions, including Avoidance Actions, Claims, interests, damages, judgments, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, contribution claims, third-party claims, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, choate or inchoate, suspected or unsuspected, in contract, tort, law, equity, or otherwise based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the Chapter 11 Cases, including through the Effective Date. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 551, or 553 of the Bankruptcy Code;

Page 13

and (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code. 36. “Chapter 11 Cases” means, collectively: (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court; and (b) when used with reference to multiple or all of the Debtors, the procedurally consolidated and jointly administered chapter 11 cases pending for such Debtors in the Bankruptcy Court. 37. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors, whether or not asserted or Allowed. 38. “Claims Objection Deadline” means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion Filed before the expiration of such deadline. 39. “Claims Register” means the official register of Claims maintained by the Bankruptcy Court. 40. “Class” means a category of Claims or Interests as set forth in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code. 41. “Class A Common Units” means, if an Equitization Restructuring occurs, the new voting Class A-1 Common Units and the new Class A-2 Common Units. 42. “Class A-1 Common Units” means, if an Equitization Restructuring occurs, new voting Class A-1 Common Units in Reorganized SMG and distributed to the Crestline Designees on the Effective Date pursuant to the terms of the Plan. 43. “Class A-2 Common Units” means, if an Equitization Restructuring occurs, new Class A-2 Common Units in Reorganized SMG authorized and reserved for issuance upon exercise of the GS Warrant. 44. “Class B Common Units” means, if an Equitization Restructuring occurs, new Class B Common Units in Reorganized SMG in an aggregate amount of 10% of the Common Units outstanding as of the Effective Date (including the Class A-2 Common Units to be issued upon exercise of the GS Warrant), which will be authorized and reserved on the Effective Date for issuance as profits interests to management and other service providers pursuant to the terms of the Management Incentive Plan set forth in the Reorganized SMG A&R LLCA. 45. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case Filing system. 46. “Committee” means the statutory committee of unsecured creditors of the Debtors, appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the U.S. Trustee on November 16, 2020, the membership of which may be reconstituted from time to time.

Page 14

47. “Common Units” means, collectively, the Class A Common Units and the Class B Common Units. 48. “Confirmation” means the occurrence of the Confirmation Date. 49. “Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021 and the Plan is confirmed. 50. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may be continued from time to time. 51. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code, which shall be in form and substance acceptable to the Agent. 52. “Confirmation Objection Deadline” means the date established in the Disclosure Statement Order for parties in interest to object to Confirmation of the Plan. 53. “Consummation” means the occurrence of the Effective Date. 54. “Convenience Class” means Class 6 under the Plan consisting of Convenience Class Claims. 55. “Convenience Class Claim” means a GUC Claim where (a) each such Holder’s GUC Claims against all Debtors are in an Allowed aggregate amount of $2,500.00 or less, or (b) such Holder has elected on its Ballot to opt in to the Convenience Class. 56. “Credit Bid Allocation” means, in the event of an Asset Sale Restructuring with an Agent Purchaser, the document to be included in the Plan Supplement in form and substance acceptable to the Agent specifying the allocation of the amount of DIP Facility Claims and/or Prepetition Lenders’ Claims comprising the Agent Credit Bid and the allocation of assets with respect thereto. 57. “Credit Bid Right” has the meaning set forth in the Bid Procedures. 58. “Crestline” means Crestline Specialty Lending II, L.P. 59. “Crestline Designees” means Crestline or one or more of such Person’s designees. 60. “Cure Claim” means a monetary Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults on an Executory Contract or Unexpired Lease at the time such Executory Contract or Unexpired Lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code, other than with respect to a default that is not required to be cured under section 365(b)(2) of the Bankruptcy Code.

Page 15

61. “Debtors” means, collectively, each debtor and debtor-in-possession whose cases are being jointly administered under the Chapter 11 Case of SMG Holdings, including: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224.) 62. “Debtor Related Persons” means each Debtor’s (including any Non-Reorganized Debtor’s) officers, directors, advisory board members, employees, managers, financial advisors, attorneys, accountants, investment bankers, consultants, and professionals acting in such capacity after the Petition Date, each solely in its capacity as such. 63. “DIP Agent” means Goldman Sachs Specialty Lending Group, L.P. in its capacity as administrative agent and collateral agent under the DIP Facility Loan Agreement. 64. “DIP Facility Claim” means a Claim held by the DIP Lenders for the DIP Loans and all other debts, indebtedness, obligations, covenants, and duties of payment and performance arising under or relating to the DIP Facility Loan Documents or the DIP Orders, including any and all accrued but unpaid interest and any unpaid fees or charges arising under the DIP Facility Loan Documents or the DIP Orders. 65. “DIP Facility Loan Agreement” means the Prepetition Credit Agreement, as amended by that certain Senior Secured Superpriority Debtor-in-Possession Financing Amendment to Second Amended and Restated Credit and Guaranty Agreement dated as of October 27, 2020 by and among the DIP Agent (in its capacity as administrative agent and collateral agent thereunder), the DIP Lenders,

Page 16

OHAM, SMG Holdings, and the other parties signatory thereto as DIP Borrowers (as defined therein), as may be amended in accordance with its terms. 66. “DIP Facility Loan Documents” means the DIP Facility Loan Agreement and the other DIP Facility Documents (as defined in the DIP Facility Loan Agreement). 67. “DIP Lenders” means Goldman Sachs Bank USA, Crestline, American National Insurance Company, and their successors and assigns, in each case only in its capacity as a secured party to the DIP Facility Loan Agreement. 68. “DIP Loan” has the meaning set forth in the DIP Orders. 69. “DIP Liens” has the meaning set forth in the DIP Orders. 70. “DIP Order(s)” means, collectively, the Interim DIP Order and the Final DIP Order, and individually, the Interim DIP Order or the Final DIP Order then in effect or as the context requires, together with any amendments, modifications, or supplements thereto. 71. “Disallowed” means, with respect to any Claim, a Claim or any portion thereof that (a) has been disallowed by a Final Order, (b) is listed in the Schedules as zero or as contingent, disputed, or unliquidated and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law or the Plan, (c) is not scheduled and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law or the Plan, (d) has been waived or withdrawn by agreement of the applicable Debtor or Reorganized Debtor, as applicable, and the Holder thereof, or (e) has been waived or withdrawn by the Holder thereof. 72. “Disclosure Statement” means the Disclosure Statement for the Amended Joint Plan of Reorganization of Studio Movie Grill Holdings, LLC and the jointly administered Debtors dated as of February 11, 2021, as may be amended, including all exhibits and schedules thereto, as approved pursuant to the Disclosure Statement Order. 73. “Disclosure Statement Order” means the Order (I) Approving the Disclosure Statement, (II) Establishing the Voting Record Date, Voting Deadline, and Other Dates, (III) Approving Procedures for Soliciting, Receiving, and Tabulating Votes on the Plan and for Filing Objections to the Plan, and (IV) Approving the Manner and Forms of Notice and Other Related Documents (ECF No. 630). 74. “Disputed” means with regard to any Claim or Interest, a Claim or Interest that is not yet Disallowed or Allowed. 75. “Distribution” means the payment or distribution under the Plan of Cash, assets, securities, or instruments evidencing an obligation under the Plan or other consideration or property of any nature to any Holder of an Allowed Claim or Allowed Interest.

Page 17

76. “Distribution Date” means the date or dates upon which Distributions are made pursuant to the terms of the Plan to Holders of Allowed Administrative Claims and other Allowed Claims, which shall be on or as soon as reasonably practicable following the Effective Date, and, in the case of the DIP Facility Claims and the Prepetition Lenders’ Claims, on the Effective Date. 77. “Distribution Record Date” means the record date for purposes of making Distributions under the Plan on account of Allowed Claims and Allowed Interests, which shall be the Effective Date. 78. “Effective Date” means, with respect to the Plan and any such applicable Debtor(s), the date that is the first Business Day upon which all conditions precedent specified in Article IX.A and Article IX.B have been satisfied or waived (in accordance with Article IX.C). 79. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code. 80. “Equitization” means the issuance of New Units in exchange for all or any portion of any Claims. 81. “Equitization Restructuring” means the transactions and reorganization contemplated by and pursuant to the Plan under which, among other things, the New Units are distributed, which shall occur if the Agent exercises the Plan Toggle Right in accordance with the Bid Procedures and elects to implement an Equitization rather than an Asset Sale Restructuring and, subsequent to the Agent’s exercise of the Plan Toggle Right the Agent does not elect for the Debtors to pursue an alternative bid. 82. “Estate” means, as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code. 83. “Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a, et seq., as now in effect or hereafter amended, any rules and regulations promulgated thereunder, and any similar federal, state or local law. 84. “Exculpated Parties” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons. 85. “Executory Contract” means a contract to which one or more of the Debtors is a party and that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code. 86. “Exit Agent” means Goldman Sachs Specialty Lending Group, L.P. in its capacity as administrative agent and collateral agent under the Exit Facility Credit Agreement and its successors, assigns, or any replacement agent appointed pursuant to the terms of the Exit Facility Credit Agreement.

Page 18

87. “Exit Facility” means, in the event of an Equitization Restructuring, a new $50,000,000.00 first priority senior secured term loan credit facility as set forth in and consistent with and subject to the terms and conditions of the Plan, the Exit Facility Credit Agreement, and the other Exit Facility Documents and acceptable to the Agent. The Exit Facility will be comprised of (a) the Exit Facility Refinancing Loans in an aggregate principal amount equal to $25,000,000.00 (or such other amount as may be determined by the Agent (with, for the avoidance of doubt, the consent of Crestline) on or prior to the Effective Date), which will be deemed funded by the Exit Facility Lenders on the Effective Date, and (b) multiple draw term loans to be funded on a delayed-draw basis in accordance with an agreed upon budget and funding conditions acceptable to the Agent and in an aggregate principal amount not to exceed $25,000,000.00 (or such other amount as may be determined by the Agent (with, for the avoidance of doubt, the consent of Crestline) on or prior to the Effective Date). 88. “Exit Facility Credit Agreement” means that certain loan agreement memorializing the Exit Facility, which shall be entered into on the Effective Date among one or more of the Reorganized Debtors, the Exit Agent, and the Exit Facility Lenders, which shall be in form and substance acceptable to the Agent. 89. “Exit Facility Lenders” means those lenders party to the Exit Facility Credit Agreement. 90. “Exit Facility Loan Documents” means the Exit Facility Credit Agreement and all other agreements or documents memorializing the Exit Facility, including any amendments, modifications, and supplements thereto, and together with any related notes, certificates, agreements, intercreditor agreements, security agreements, mortgages, deeds of trust, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the Exit Facility, each in form and substance acceptable to the Agent. 91. “Exit Facility Refinancing Loans” means loans deemed funded by the Exit Facility Lenders under the Exit Facility on the Effective Date, the proceeds of which shall be deemed to refinance Allowed DIP Claims and/or Allowed Prepetition Lenders’ Claims of the Exit Facility Lenders in an aggregate principal amount equal to $25,000,000.00 (or such other amount as may be determined by the Agent (with, for the avoidance of doubt, the consent of Crestline). 92. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition Date, compounded annually, as set forth in 28 U.S.C. § 1961. 93. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases. 94. “Final DIP Order” means the Final Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Post-Petition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, and (III) Granting Related Relief (ECF No. 280), as may be amended. 95. “Final Order” means an order or judgment of any court having jurisdiction over any appeal from (or petition seeking certiorari or other review of) any order or judgment entered by the

Page 19

Bankruptcy Court (or any other court of competent jurisdiction, including in an appeal taken) in the Chapter 11 Case (or in any related adversary proceeding or contested matter), in each case that has not been reversed, stayed, modified, or amended, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired according to applicable law and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely Filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; provided that the possibility a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or the Local Bankruptcy Rules of the Bankruptcy Court, may be filed relating to such order shall not prevent such order from being a Final Order. 96. “General Administrative Claim” means any Administrative Claim, other than a Professional Fee Claim. 97. “Governmental Unit” has the meaning set forth in section 101(27) of the Bankruptcy Code. 98. “GS Designees” means Goldman Sachs Bank USA or one or more of such Person’s designees. 99. “GS Warrant” means the warrant issued to the GS Designees and exercisable into a number of Class A-2 Common Units equal to 63.94% of the total number of Class A Common Units outstanding as of the time of exercise (assuming exercise of the GS Warrant) for an aggregate exercise price equal to $0.01, which shall have a maturity of ten (10) years and will be immediately exercisable upon the Effective Date. 100. “GUC Claim” means any Claim as of the Petition Date that is neither secured by a Lien nor entitled to priority under the Bankruptcy Code or any order of the Bankruptcy Court; provided that a GUC Claim does not include any Intercompany Claims, Subordinated Claims, TowerBrook Claims, Prepetition Lenders’ Claims, or DIP Facility Claims; provided further that Convenience Class Claims shall not be classified as Class 5 GUC Claims, and each GUC Claim whose Holder irrevocably elects on its Ballot to have such Claim irrevocably treated as a Convenience Class Claim shall be treated as a Convenience Class Claim for purposes of the Plan rather than a GUC Claim. 101. “GUC Trust” means the trust established pursuant to this Plan in favor of the GUC Trust Beneficiaries pursuant to the GUC Trust Agreement. 102. “GUC Trust Agreement” means the trust agreement substantially in the form included in the Plan Supplement to be entered into on or before the Effective Date between the Debtors and the GUC Trustee consistent with the terms of the Plan and in form and substance acceptable to the Committee. 103. “GUC Trust Assets” means (a) the Trust Reserve; (b) the Panterra Claims; (c) 100% of net proceeds of the Panterra Claims recovered by the GUC Trust up to $4,000,000.00; and (d) 50% of net proceeds of the Panterra Claims recovered by the GUC Trust in excess of $4,000,000.00.

Page 20

104. “GUC Trust Beneficiary” means a Holder of an Allowed Claim entitled to receive a distribution from the GUC Trust pursuant to the Plan, in its capacity as such. 105. “GUC Trust Expenses” means the reasonable expenses (including any taxes imposed on or payable by the GUC Trust or in respect of the GUC Trust Assets and professional fees) incurred by the GUC Trust and any professionals retained by the GUC Trust (including any costs associated with the Panterra Claims) and any additional amount determined necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust, which shall be satisfied from the GUC Trust Assets. 106. “GUC Trust Interest” means a non-certificated beneficial interest in the GUC Trust that, subject to the Terms of the Plan and the GUC Trust Agreement, may be granted to each Holder of an Allowed Class 5 GUC Claim, which shall entitle such holder to a Pro Rata share in the GUC Trust Assets. 107. “GUC Trust Reserve” means an amount of Cash equal to $1,000,000.00 which shall be transferred to the GUC Trust on the Effective Date to fund the GUC Trustee’s pursuit of the Panterra Claims, the Claims reconciliation process, payment of the Convenience Class Claims, and other expenses of the GUC Trust. 108. “GUC Trustee” means the person or Entity selected by the Committee to serve as the trustee of the GUC Trust, and any successor thereto, in accordance with the Plan and the GUC Trust Agreement. 109. “Holder” means an Entity that is the beneficial holder of a Claim or an Interest, as applicable. “Hold” and “Held” shall have the correlative meanings. 110. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code. 111. “Insurance Policies” means the policies of insurance listed in the Plan Supplement. 112. “Insurers” means the insurance companies providing insurance coverage under the Insurance Policies. 113. “Intercompany Claim” means any Claim held by any Debtor against any other Debtor. 114. “Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Entity, including any Debtor, and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any Entity. 115. “Interim DIP Order” means the Interim Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief (ECF No. 52).

Page 21

116. “Interim Compensation Order” means the various orders employing Chapter 11 Professionals that contain provision for interim compensation. 117. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. 118. “IRS” means the Internal Revenue Service. 119. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001. 120. “Lien” has 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. 121. “Liquor License” means a license for the on-premise sale and/or consumption of beer, wine, distilled spirits, or other alcoholic beverage. 122. “Local Bankruptcy Rules” means the local rules of bankruptcy procedure promulgated in this district in accordance with Bankruptcy Rule 9029 that are applicable to all cases and proceedings arising in, under, or related to cases pending under the Bankruptcy Code in the Bankruptcy Court. 123. “Management Incentive Plan” means, in the event an Equitization Restructuring occurs, a post-Effective Date management incentive plan acceptable to the Agent for the issuance of Class B Common Units to management and other service providers to be set forth in the Reorganized SMG A&R LLCA, with a portion of such authorized Class B Common Units reserved for issuance after the Effective Date. 124. “New Units” means, in the event an Equitization Restructuring occurs, the new equity interests in Reorganized SMG whether issued or unissued on the Effective Date to be distributed under and in accordance with the Plan, including the Preferred Units, the Common Units, and the GS Warrant. 125. “New Organizational Documents” means, in the event an Equitization Restructuring occurs, such certificates or articles of incorporation, by-laws, limited liability company operating agreements (including the Reorganized SMG A&R LLCA), stockholders’ agreements, or other applicable formation and governance documents of each of the Reorganized Debtors, as applicable, the form of which shall be included in the Plan Supplement and in form and substance acceptable to the Agent. 126. “Non-Reorganized Debtor” means any Debtor that is identified (or whose Chapter 11 Case is identified) on any Schedule of Non-Reorganized Debtors, including OHAM, which shall be identified on the Schedule of Abandoned Debtors or the Schedule of Converted Cases. 127. “Non-Vesting Asset” means, in the event an Equitization Restructuring occurs, (a) property of any Debtor’s Estate that is abandoned under section 554 of the Bankruptcy Code prior to the Effective Date with the consent of the Agent, (b) all of the Interests in the Debtors identified on the Schedule of Abandoned Debtors, which shall be abandoned under section 554 of the Bankruptcy Code on the Effective Date, (c) all property of any Debtor identified on the Schedule

Page 22

of Abandoned Debtors, and (d) any other asset, right, arrangement, non-executory contract, or other property that is listed in the Plan Supplement as a Non-Vesting Asset (including amendments to clauses (a) through (c) of this definition) with the consent of the Agent. 128. “Noticing Agent” means Donlin Recano, the noticing, balloting and administrative agent employed by the Debtors by Order entered December 10, 2020 (ECF No. 330). 129. “OHAM” means OHAM Holdings, LLC, the pre-petition Holder of the Interests in SMG Holdings. 130. “Opt Out Election” means the election of a Holder of a Claim or Interest properly and timely made on a form approved by the Bankruptcy Court (including as set forth in a Ballot or an Opt Out Form, as applicable), to opt out of the Third Party Release. 131. “Opt Out Form” means a form, substantially in the form approved by the Disclosure Statement Order, by which a Holder of a Claim or Interest who is not entitled to vote on a Ballot to accept or reject the Plan may indicate its intent to opt out of the releases contained in Article VIII.D of the Plan by submitting such form in accordance with the Disclosure Statement Order. 132. “Other Debtors” means all Debtors other than SMG Holdings. 133. “Other Debtor Interest” means an Interest in an Other Debtor. 134. “Other Priority Claim” means any Claim against a Debtor, other than an Administrative Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code including Priority Tax Claims and Priority Wage Claims. 135. “Panterra” means Panterra Development Ltd., LLC, Panterra GP, Inc., and each of their Affiliates, subsidiaries, equity owners, officers, directors, advisory board members, employees, managers, financial advisors, attorneys, accountants, investment bankers, consultants, and professionals. 136. “Panterra Actions” means (a) Movie Grill Concepts XX, LLC v. Panterra Development Ltd., LLC, Case No. BCV-18-102668 pending in the Kern County, California Superior Court and (b) Panterra GP, Inc. v. Rosedale Bakersfield Retail VI, LLC, Case No. BCV-18-102528 pending in the Kern County, California Superior Court. 137. “Panterra Claims” means any claims or Causes of Action of or asserted by the Debtors against Panterra, including all claims asserted by the Debtors against Panterra in the Panterra Actions. 138. “Petition Date” means October 23, 2020, the date on which the Debtors commenced the Chapter 11 Cases. 139. “Plan” means this Second Amended Joint Plan of Reorganization collectively with all other Plan Documents. 140. “Plan Documents” means all documents, forms, lists, schedules, addendums, and agreements contemplated under this Plan (including, but not limited to the Plan and the Plan

Page 23

Supplement), each in form and substance acceptable to the Agent, to effectuate the terms and conditions hereof. 141. “Plan Rate” means the rate of interest determined at Confirmation based on the Wall Street Journal prime rate plus one percent. 142. “Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, in each case in form and substance acceptable to the Agent, to be Filed by the Debtors at least ten (10) days prior to the Confirmation Hearing or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, and additional documents Filed with the Bankruptcy Court before the Effective Date as amendments to the Plan Supplement, as each of the foregoing may be altered, amended, modified, or supplemented from time to time prior to the Confirmation Hearing and through the Effective Date, in each case in form and substance acceptable to the Agent. In the event of an Equitization Restructuring, the Plan Supplement shall be comprised of, among other documents, the following: (a) the New Organizational Documents; (b) the Assumed Executory Contract and Unexpired Lease List; (c) the Rejected Executory Contract and Unexpired Lease List; (d) the Schedule of Retained Causes of Action; (e) the identity of the members of the Reorganized SMG Holding’s Board and management for the Reorganized Debtors; (f) the GUC Trust Agreement; (g) the Exit Facility Credit Agreement, (h) the Schedules of Non-Reorganized Debtors, and (i) the Restructuring Transactions Exhibit, all of which shall be in form and substance acceptable to the Agent. In the event of an Asset Sale Restructuring, the Plan Supplement shall be comprised of, among other documents, the following: (a) the Assumed Executory Contract and Unexpired Lease List; (b) the Rejected Executory Contract and Unexpired Lease List; (c) the Schedule of Retained Causes of Action; (d) the GUC Trust Agreement; (e) the Agent Trust Agreement (if applicable), and (f) the Credit Bid Allocation, all of which shall be in form and substance acceptable to the Agent. Any reference to the Plan Supplement in the Plan shall include each of the documents identified above and all exhibits thereto. Notwithstanding the foregoing, the Debtors may amend the Plan Supplement with the consent of the Agent prior to the Confirmation Hearing and through the Effective Date or as otherwise provided herein. 143. “Plan Toggle Right” has the meaning set forth in the Bid Procedures and includes the Agent’s exercise of the same on January 27, 2021 as set forth in the Notice of Agent’s Exercise of Plan Toggle Right and Adjournment of Sale Hearing Pursuant to Bid Procedures Order (ECF No. 557). 144. “Preferred Units” means, if an Equitization Restructuring occurs, the new preferred units in Reorganized SMG with a face value of $45 million in the aggregate and which will be issued at a face value of $1.00 per unit and distributed pursuant to the terms of the Plan. The Preferred Units shall rank senior in all respects to the Common Units. 145. “Prepetition Agent” means Goldman Sachs Specialty Lending Group, L.P., in its capacity as administrative agent and collateral agent under the Prepetition Credit Agreement. 146. “Prepetition Credit Agreement” means that certain Second Amended and Restated Credit and Guaranty Agreement dated as of March 29, 2019, among the Prepetition Agent, the Prepetition Lenders, and certain of the Debtors, as borrowers, as amended prior to the Petition Date.

Page 24

147. “Prepetition Credit Facility” means the Debtors’ prepetition credit facility memorialized by the Prepetition Loan Documents. 148. “Prepetition Lenders” means Goldman Sachs Bank USA, Crestline, American National Insurance Company, and their successors and assigns, each in its capacity as a lender under the Prepetition Credit Facility. 149. “Prepetition Lenders’ Claim” means the Claims held by any of the Prepetition Lenders arising under or relating to the Prepetition Loan Documents, including any and all fees, interest (both pre and post-Petition Date), and reimbursement of expenses, and any other amounts owed or arising under the Prepetition Loan Documents. 150. “Prepetition Loan Documents” means Prepetition Credit Agreement and all other agreements or documents memorializing the Prepetition Credit Facility, including any amendments, modifications, and supplements thereto, and together with any related notes, certificates, agreements, intercreditor agreements, security agreements, mortgages, deeds of trust, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the Prepetition Credit Facility. 151. “Priority Claims” means, collectively, the (a) Administrative Claims, (b) Priority Tax Claims, (c) Priority Wage Claims, and (d) Other Priority Claims. 152. “Priority Tax Claim” means the Claims of Governmental Units of the type specified in section 507(a)(8) of the Bankruptcy Code and shall include interest solely to the extent that the Holder of such Claim is entitled to such interest under section 507(a)(8) of the Bankruptcy Code. 153. “Priority Wage Claim” means the Claims of employees of the Debtors of the type specified in section 507(a)(4) of the Bankruptcy Code. 154. “Pro Rata” means, unless indicated otherwise, (a) the proportion that the amount of an Allowed Claim or Allowed Interest bears (i) to the aggregate amount of the Allowed Claims or Allowed Interests in that Class or (ii) to the aggregate amount of the Allowed Claims or Allowed Interests otherwise specified, as the context requires, or (b) the proportion of the Allowed Claims or Allowed Interests in a particular Class and other Classes, respectively, entitled to share in the same recovery as such Claim or Interest under the Plan. 155. “Professional” means an Entity, excluding those Entities entitled to compensation pursuant to the Ordinary Course Professional Order: (a) retained pursuant to a Final Order in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered through and including the Effective Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code. 156. “Professional Fee Claims” means all Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been paid pursuant to the Interim Compensation Order or any other order of the Bankruptcy Court. To the extent the

Page 25

Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim. 157. “Professional Fee Escrow Account” means an account in an amount equal to the Professional Fee Reserve Amount and funded by the Debtors on the Effective Date, pursuant to Article II.A.2(b) of the Plan. 158. “Professional Fee Reserve Amount” means the total amount of Professional Fee Claims estimated in accordance with Article II.A.2(c) of the Plan. 159. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases. 160. “Proof of Interest” means a proof of Interest Filed against any of the Debtors in the Chapter 11 Cases. 161. “Purchase Price” means, in the event an Asset Sale Restructuring occurs with a Third Party Purchaser, the amount of Cash set forth in an Asset Purchase Agreement. 162. “Purchaser” means, in the event an Asset Sale Restructuring occurs, the prevailing purchaser of all or substantially all of the Debtors’ assets, which may be a Third Party Purchaser or an Agent Purchaser. 163. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and Interests, (a) leaving unaltered the legal, equitable, and contractual rights to which a Claim or Interest entitles the Holder thereof so as to leave such Claim or Interest Unimpaired or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim or Interest to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; (iii) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; and (iv) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitles the Holder of such Claim. 164. “Rejected Executory Contract and Unexpired Lease List” means the list in form and substance acceptable to the Agent, compiled by the Debtors, of Executory Contracts and Unexpired Leases that will be rejected by the Debtors pursuant to the Plan, which list shall be included in the Plan Supplement. 165. “Related Person” means, with respect to any Entity, such Entity’s (only in its capacity as such): predecessors, successors, participants, assigns (whether by operation of law or otherwise) and present and former Affiliates and subsidiaries, and each of their respective current and former officers, directors, principals, employees, direct and indirect shareholders, direct and indirect members (including ex officio members), managers, managed accounts or funds, management companies, fund advisors, portfolio companies, advisory board members, partners, agents, financial advisors, attorneys, accountants, investment bankers, investment advisors, consultants, independent contractors,

Page 26

representatives, and other professionals, including such Related Persons’ respective heirs, executors, estates, servants, and nominees; provided, however, that no insurer of any Debtor shall constitute a Related Person. 166. “Released Avoidance Actions” means all Avoidance Actions except any Avoidance Actions against Panterra. 167. “Released Parties” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan. 168. “Releasing Parties” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 169. “Reorganized” means, as to any Debtor or Debtors, such Debtor(s) as reorganized pursuant to and under the Plan or any successor thereto, by merger, consolidation, taxable disposition, or otherwise, on or after the Effective Date. 170. “Reorganized Debtors” means, collectively, and each in its capacity as such, the Debtors, as reorganized pursuant to and under the Plan or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date, and from and after the Effective Date, and shall include (without limitation) Reorganized SMG, but shall exclude the Debtors listed on any Schedule of Non-Reorganized Debtors.

Page 27

171. “Reorganized SMG” means SMG Holdings, as reorganized pursuant to and under the Plan or any successor thereto, as set forth in the Plan and the New Organizational Documents, and the issuer of the New Units under the Plan pursuant to the Equitization Restructuring. 172. “Reorganized SMG A&R LLCA” means, if an Equitization Restructuring occurs, the amended and restated limited liability company agreement for Reorganized SMG, which shall include, among other terms, (a) the terms of the Management Incentive Plan, (b) the composition and terms of the Reorganized SMG Board, and (c) the distribution waterfall for distributions on account of the New Units, the form of which shall be included in the Plan Supplement and which shall be in form and substance acceptable to the Agent. 173. “Reorganized SMG Board” means, if an Equitization Restructuring occurs, the board of managers of Reorganized SMG on and after the Effective Date. 174. “Restructuring Transactions” means those mergers, amalgamations, consolidations, arrangements, continuances, restructurings, transfers, sales, conversions, dispositions, liquidations, dissolutions, or other corporate transactions that are necessary or desirable to implement the Plan with respect to the Debtors, including, without limitation, the transactions contemplated by the Asset Sale Restructuring or the Equitization Restructuring (including the transactions set forth on the Restructuring Transactions Exhibit), as applicable, and the execution, delivery and funding of the GUC Trust Agreement and, if applicable, the Agent Trust Agreement. 175. “Restructuring Transactions Exhibit” means the exhibit setting forth certain Restructuring Transactions to be taken in the event of an Equitization Restructuring by certain Debtors and Reorganized Debtors, as applicable, which shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 176. “Restructuring Expenses” means the fees and expenses accrued since the inception of their respective engagements related to the implementation of the Restructuring Transactions and not previously paid by, or on behalf of, the Debtors of (a) (i) Vinson & Elkins LLP, as counsel to the Agent, (ii) FTI Consulting, Inc., as financial advisor to Vinson & Elkins LLP in connection with its representation of the Agent, and (iii) any consultants, advisors, or other professionals retained by Vinson & Elkins LLP or the Agent in connection with the Debtors or the Restructuring Transactions, and (b) Jones Day, as counsel to Crestline in its capacity as a DIP Lender and a Prepetition Lender, in each case of (a) and (b), without further order of, or application to, the Bankruptcy Court by such consultant or professionals, including to the extent provided in the DIP Orders. 177. “Retained Causes of Action” means any Causes of Action that are set forth on the Schedule of Retained Causes of Action to be retained by the Reorganized Debtors or transferred to the GUC Trust or the Agent Trust, as applicable, and prosecuted on behalf of the Debtors or the Reorganized Debtors, as applicable, and which shall not be released pursuant to the Plan; provided thatnotwithstanding the foregoing, any Cause of Action that is released pursuant to Article VIII of the Plan shall not be a Retained Cause of Action; provided, further,that any and all Causes of Action against the Schultz Parties shall constitute Retained Causes of Action unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent).

Page 28

178. “Sale Proceeds Account” means, in the event an Asset Sale Restructuring to a Third Party Purchaser occurs, a bank account established by the Debtors on or before the Effective Date into which the Third Party Purchaser shall deposit the Sale Proceeds. 179. “Sale Proceeds” means the Cash and non-Cash consideration provided by a Third-Party Purchaser in connection with an Asset Sale, net of expenses arising from the Asset Sale. 180. “Schedule of Abandoned Debtors” means the schedule of certain Debtors, if any, that will not become Reorganized Debtors and (a) whose Chapter 11 Cases will be dismissed on the Effective Date or (b) whose Interests will, with the consent of the Agent, be abandoned on the Effective Date pursuant to section 554 of the Bankruptcy Code, which schedule shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 181. “Schedule of Converted Cases” means the schedule of certain Debtors’ Chapter 11 Cases, if any, that will be converted to cases under chapter 7 of the Bankruptcy Code on the Effective Date, which schedule shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 182. “Schedule of Non-Applicable Debtors” means the schedule of certain Debtors, if any, that will not become Reorganized Debtors and whose treatment will be subject to a separate plan of reorganization or liquidation acceptable to the Agent, which schedule shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 183. “Schedule of Retained Causes of Action” means the schedule of the Retained Causes of Action, as the same may be amended, modified, or supplemented from time to time by the Debtors through the Effective Date with the consent of the Agent, which shall be included in the Plan Supplement, provided that such schedule shall not include any Causes of Action against any Released Party, and any such inclusion will be deemed void ab initio. 184. “Schedules” means the schedules of assets and liabilities, schedules of Executory Contracts or Unexpired Leases, and statement of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the Bankruptcy Rules, as they may be altered, amended, modified, or supplemented from time to time. 185. “Schedules of Non-Reorganized Debtors” means, collectively, the Schedule of Abandoned Debtors, the Schedule of Converted Cases, and the Schedule of Non-Applicable Debtors. 186. “Schultz Parties” means (a) Brian Schultz, both individually and in his capacity as a current or former (i) member of any Debtor’s board of managers or directors, (ii) officer of any Debtor, (iii) manager of any Debtor, (iv) employee of any Debtor, (v) consultant of any Debtor, or (vi) Interest Holder of any Debtor, (b) TNTF, LLC, SMG Team Equity Holdings, LLC, and Blackbox Management Group, LLC, and (c) with respect to each of the foregoing (a) through (b), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons. 187. “SEC” means the Securities and Exchange Commission. 188. “Section 510(b) Claim” means any Claim against a Debtor arising from (a) rescission of a purchase or sale of a security of any Debtor or an Affiliate of any Debtor, (b) purchase or sale

Page 29

of such a security, or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim. 189. “Secured” means, when referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed pursuant to the Plan or separate order of the Bankruptcy Court as a Secured Claim. 190. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77–77a, as amended, together with the rules and regulations promulgated thereunder, or any similar federal, state or local law. 191. “Security” or “Securities” has the meaning set forth in section 2(a)(1) of the Securities Act. 192. “SMG Holdings” means Studio Movie Grill Holdings, LLC. 193. “SMG Holdings Interest” means an Interest in SMG Holdings. 194. “Subclass” means a separate Class of Claims for each respective Debtor underneath a major classification. 195. “Subordinated Claim” means a Claim that is subordinated to GUC Claims pursuant to (a) a contract or agreement, (b) a Final Order declaring that such Claim is subordinated in right or payment, or (c) any applicable provision of the Bankruptcy Code, including Bankruptcy Code section 510, or other applicable law. 196. “Third Party Purchaser” means, in the event an Asset Sale Restructuring occurs, a Purchaser other than the Agent Purchaser. 197. “Third Party Release” means the release provided by the Releasing Parties in favor of the Released Parties as set forth in Article VIII.D of the Plan. 198. “TowerBrook Claims” means the Claims against OHAM arising out of that certain Securities Purchase Agreement, dated March 29, 2019 by and among OHAM, as issuer, TSO SMG Note Investment Aggregator L.P. and Michael Lambert Trust u/d/t 3/1/93, as note purchasers, and TSO SMG Warrant Investment Aggregator L.P. and Michael Lambert Trust u/d/t 3/1/93, as warrant purchasers. 199. “U.S.” means the United States of America. 200. “U.S. Trustee” means the Office of the U.S. Trustee for Northern District of Texas. 201. “Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

Page 30

202. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code. B. Rules of Interpretation. For purposes of the Plan: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neutral gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, or similar formation document or agreement, by-law, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (11) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (12) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (14) any immaterial effectuating provisions may be interpreted by the Debtors or Reorganized Debtors but subject to the Agent’s consent, as applicable, in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (15) except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors and the Reorganized Debtors, shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires. C. Computation of Time. Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.

Page 31

D. Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Texas, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, leases, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in such documents, in which case the governing law of such agreement shall control); provided that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the laws of the state of incorporation or formation of the relevant Debtor or Reorganized Debtor. E. Reference to Monetary Figures. All references in the Plan to monetary figures shall refer to currency of the United States, unless otherwise expressly provided. F. Conflicts. In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Confirmation Order and the Plan, the Confirmation Order shall control. G. Reference to Debtors or Reorganized Debtors. Unless specifically provided otherwise in the Plan, references to the Debtors or Reorganized Debtors shall mean the Debtors (or a Debtor) and/or Reorganized Debtors (or a Reorganized Debtor), as the context may require; provided that references to Reorganized Debtors shall not be to the Debtors who are Non-Reorganized Debtors. ARTICLE II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND DIP FACILITY CLAIMS In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, and DIP Facility Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests. Notwithstanding anything to the contrary herein, Claims and Interests against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors shall not be subject to this Article II and shall not be paid by the Reorganized Debtors. A. Administrative Claims. 1. General Administrative Claims. Except as otherwise provided for in the Plan, unless the Holder of an Allowed General Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment acceptable to the Agent, each Holder of an Allowed General Administrative Claim (other than Holders of Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code), will receive, in full satisfaction release, settlement, and

Page 32

discharge of such General Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim: (a) to the extent such Allowed General Administrative Claim is due and owing on the Effective Date, on the Distribution Date; (b) to the extent such Allowed General Administrative Claim is not due and owing on the Effective Date, (i) in accordance with the terms of any agreement between the Debtors and such Holder as of the Effective Date, or when such Claim becomes due and payable under applicable non-bankruptcy law, or (ii) in the ordinary course of business; or (c) to the extent the General Administrative Claim is not Allowed as of the Effective Date, sixty (60) days after the date on which an order allowing such General Administrative Claim becomes a Final Order, or as soon thereafter as reasonably practicable, in each case of (a) through (c) without any further action by the Holders of such Allowed General Administrative Claim, and without any further notice to or action, order, or approval of the Bankruptcy Court. Requests for allowance and payment of General Administrative Claims that were (a) not incurred in the ordinary course of the Debtors’ business and (b) are not subject to the Administrative Claims Bar Date Order or other order of the Court must be Filed and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of the Effective Date. Holders of General Administrative Claims that are (a) not subject to the Administrative Claims Bar Date Order and are required to File and serve a request for payment of such General Administrative Claims by the Administrative Claims Bar Date and do not File and serve such a request by the Administrative Claims Bar Date specified in the Confirmation Order or (b) are subject to the Administrative Claims Bar Date Order but did not timely File and serve such a request in accordance with the Administrative Claims Bar Date Order, shall be forever barred, estopped, and enjoined from asserting such General Administrative Claims against the Debtors or Reorganized Debtors, as applicable, or their respective property, and such General Administrative Claims shall be deemed forever discharged and released as of the Effective Date. Any requests for allowance and payment of General Administrative Claims that are not properly Filed and served by the Administrative Claims Bar Date (including those that are subject to the Administrative Claims Bar Date Order) shall not appear on the Claims Register and shall be Disallowed automatically without the need for further action by the Debtors or the Reorganized Debtors, as applicable, or further order of the Bankruptcy Court. To the extent this Article II.A.1 conflicts with Article XII.D of the Plan with respect to fees and expenses payable under section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, Article XII.D of the Plan shall govern. Notwithstanding the foregoing, no request for payment of a General Administrative Claim need be Filed with respect to a General Administrative Claim previously Allowed by Final Order. The Reorganized Debtors, with the consent of the Agent, may settle General Administrative Claims without further Bankruptcy Court approval; provided, however, that the Reorganized Debtors shall provide notice prior to seeking the reclassification of any General Administrative Claim to a GUC Claim and the GUC Trustee shall have standing to object to such reclassification. The Reorganized Debtors may also choose to object to any Administrative Claim no later than sixty (60) days from the Administrative Claims Bar Date, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or Reorganized Debtors (or other party with standing), as applicable, object to a timely filed and properly served Administrative Claim, such Administrative Claim will be deemed Allowed in the amount requested. In the event that the Debtors or Reorganized Debtors, as applicable, object to an Administrative Claim, the parties may confer to try to reach a settlement and, failing that,

Page 33

the Bankruptcy Court will determine whether such Administrative Claim should be Allowed and, if so, in what amount. 2. Professional Fee Claims. (a) Final Fee Applications. All final requests for compensation or reimbursement of Professional Fee Claims, including the Professional Fee Claims incurred during the period from the Petition Date through the Effective Date (other than substantial contribution claims under section 503(b)(4) of the Bankruptcy Code), must be Filed and served on the Reorganized Debtors and their counsel no later than forty-five (45) days after the Effective Date or as may otherwise be directed by the Bankruptcy Court. All such final requests will be subject to approval by the Bankruptcy Court after notice to other parties on the regular service list and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the Chapter 11 Cases, including the Interim Compensation Order, and once approved by the Bankruptcy Court, shall be paid as soon as reasonably practicable from the Professional Fee Escrow Account up to the full Allowed amount. Objections to applications of Professionals or other entities for compensation or reimbursement of expenses must be filed and served on the Reorganized Debtors and their counsel and the requesting Professional or other entity by no later than twenty-one (21) days (or such longer period as may be established by order of the Bankruptcy Court or by agreement of the objecting party, the applicable Professional, and the Reorganized Debtors) after the date on which the applicable application for compensation or reimbursement was served. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court. (b) Professional Fee Escrow Account. Prior to the Effective Date, the Debtors shall establish the Professional Fee Escrow Account which shall be funded on the Effective Date with Cash equal to the Professional Fee Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors, as applicable. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account as soon as reasonably practicable after such Professional Fee Claims are Allowed by a Final Order. When all such Allowed amounts owing to Professionals have been paid in full, any remaining amount in the Professional Fee Escrow Account shall promptly be delivered to the Reorganized Debtors without any further action or order of the Bankruptcy Court. (c) Professional Fee Reserve Amount. Professionals shall estimate their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Confirmation Date and shall deliver such estimate to the Debtors no later than five business days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Filed Professional Fee Claims. If a

Page 34

Professional does not provide such an estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. The aggregate amount for all Professionals estimated pursuant to this section shall comprise the Professional Fee Reserve Amount. B. Priority Tax Claims. Except to the extent that a Holder of an Allowed Priority Tax Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive, at the option of the Reorganized Debtors with the consent of the Agent: (a) payment in full of such Allowed Priority Tax Claim on the Distribution Date or (b) treatment in accordance with the provisions of sections 1129(a)(9)(C) or 1129(a)(9)(D) of the Bankruptcy Code, as the case may be, and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code. C. DIP Facility Claims. All DIP Facility Claims shall be deemed to be Allowed Secured Claims and Allowed superpriority Administrative Claims in the full amount due and owing under the DIP Facility Loan Documents and the DIP Orders as of the Effective Date. If an Equitization Restructuring occurs, on the Effective Date, except to the extent that a Holder of an Allowed DIP Facility Claim agrees to a less favorable treatment, Holder thereof shall receive: a. Its Pro Rata share (i.e., the proportion that such Allowed DIP Claim bears to the aggregate amount of all Allowed DIP Claims participating in the Exit Facility Refinancing Loans (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) plus all Allowed Prepetition Lenders’ Claims (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) participating in the Exit Facility Refinancing Loans) of the Exit Facility Refinancing Loans on a dollar-for-dollar basis; plus b. Thereafter, the applicable New Units designated to be distributed to such Holder (as more fully set forth in Article III.B – Class 2 of the Plan). If an Equitization Restructuring occurs, the Agent (with, for the avoidance of doubt, the consent of Crestline) may at any time prior to the Effective Date determine the amount of Allowed DIP Facility Claims and Allowed Prepetition Lenders’ Claims that shall be refinanced with Exit Facility Refinancing Loans; provided, however, that (a) the allocation of any Allowed DIP Facility Claim to be refinanced with Exit Facility Refinancing Loans shall be Pro Rata with all Allowed DIP Facility Claims, and (b) the allocation of any Allowed Prepetition Lenders’ Claim to be refinanced with Exit Facility Refinancing Loans shall be Pro Rata with all Allowed Prepetition Lenders’ Claims. If an Asset Sale Restructuring occurs, on the Effective Date, except to the extent that a Holder of an Allowed DIP Facility Claim agrees to a less favorable treatment, each Holder thereof shall receive indefeasible payment in full in Cash. Subject to the provisions of Article III.B Class 2 below, unless and until Holders of Allowed DIP Facility Claims receive (a) in an Equitization Restructuring, their Pro Rata share of the Exit

Page 35

Facility Refinancing Loans (if any) and their applicable share of the New Units, or (b) in an Asset Sale Restructuring, indefeasible payment in full in Cash (or such other treatment consented to by such Holder), then notwithstanding entry of the Confirmation Order and anything to the contrary in this Plan or the Confirmation Order, (1) none of the DIP Facility Claims shall be discharged, satisfied or released or otherwise affected in whole or in part, and each of the DIP Facility Claims shall remain outstanding, (2) none of the DIP Liens shall be (or deemed to have been) waived, released, satisfied or discharged, in whole or in part, and (3) none of the DIP Facility Loan Documents shall be (or deemed to have been) terminated, discharged, satisfied or released or otherwise affected in whole or in part, and each such DIP Facility Loan Document shall remain in effect. Holders of DIP Facility Claims expressly reserve the right to seek recovery against any Non-Reorganized Debtor on any grounds, including, without limitation, the entire unpaid cash amount of the DIP Facility Claims. D. Statutory Fees. On or before the Effective Date, the Debtors who will be Reorganized Debtors shall have paid in full in Cash all fees due and payable pursuant to section 1930 of Title 28 of the United States Code. On and after the Effective Date, the payment of such fees shall be made in accordance with Article X.D. ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS A. Classification of Claims and Interests. Claims and Interests, except for Administrative Claims, Priority Tax Claims, and DIP Facility Claims, are classified in accordance with section 1122 and 1123(a)(1) of the Bankruptcy Code in the Classes set forth in this Article III. A Claim or Interest, or any portion thereof, is classified in a particular Class only to the extent that any portion of such Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is also classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released, or otherwise satisfied before the Effective Date. The Debtors reserve the right to assert that the treatment provided to Holders of Claims and Interests pursuant to Article III.B of the Plan renders such Holders Unimpaired. 1. Class Identification for the Debtors. The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor with Claims against and Interests in each respective Debtor participating in the respective Subclass in such Class; provided, however, that notwithstanding anything to the contrary herein, Claims and Interests against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors shall not be subject to this Article III. Where there are no Subclasses listed, all Claims of such Class are being treated the same. B. Treatment of Claims and Interests.

Page 36

To the extent that a Class contains Allowed Claims or Allowed Interests with respect to any Debtor, the treatment of Allowed Claims and Allowed Interests in such Class is specified below. Class 1 – Other Priority Claims. (a) Classification: Class 1 consists of Other Priority Claims. For purposes of classification and treatment under the Plan, all Other Priority Claims of all Debtors are being treated as one Class. (b) Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees to a less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Other Priority Claim, each such Holder shall receive, at the option of the applicable Debtor(s) with the consent of the Agent, either: (i) payment in full in Cash; or (ii) other treatment rendering such Claim Unimpaired or otherwise permitted by the Bankruptcy Code. (c) Voting: Class 1 is Unimpaired under the Plan. Each Holder of a Class 1 Other Priority Claim is conclusively presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 1 Other Priority Claims are not entitled to vote to accept or reject the Plan. Class 2 – Prepetition Lenders’ Claims. (a) Classification: Class 2 consists of the Prepetition Lenders’ Claims held by the Prepetition Lenders. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for Class 2 for each Debtor. (b) Allowance: On the Effective Date, the Prepetition Lenders’ Claims shall be Allowed in the aggregate principal amount of at least $104,123,984.28, plusaccrued and unpaid interest on such principal amount through the Petition Date and any other amounts due and owing pursuant to, arising under or, relating to the Prepetition Loan Documents through and including the Effective Date, less any amount repaid or rolled up pursuant to the DIP Facility and the DIP Orders as of the Effective Date. (c) Treatment: On the Effective Date, each Holder of a Class 2 Claim shall receive: (i) if an Equitization Restructuring occurs, (a)(1) its Pro Rata share (i.e., the proportion that such Allowed Prepetition Lenders’ Claim bears to the aggregate amount of all Allowed Prepetition Lenders’ Claims participating in the Exit Facility Refinancing Loans (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) plus all Allowed DIP Claims (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) participating in the Exit Facility Refinancing

Page 37

Loans) of the Exit Facility Refinancing Loans on a dollar-for-dollar basis, and (2) thereafter, the applicable New Units designated to be distributed to such Holder as set forth below (which may be distributed to the GS Designees or the Crestline Designees as determined by such Holder); plus (b) its Pro Rata share of the Agent Panterra Assets; or (ii) if an Asset Sale Restructuring occurs, (a) all Cash of the Debtors (including, if the Asset Sale Restructuring is to a Third Party Purchaser, the Sale Proceeds) other than the GUC Trust Assets and (b) its Pro Rata Share of the Agent Trust Assets and the Agent Trust Interests. If an Equitization Restructuring occurs, the distribution of New Units to the Holders of Class 2 Claims and DIP Facility Claims shall be as follows: (a) if to the GS Designees, (i) 63.94% of the Preferred Units and (ii) the GS Warrant; and (b) if to the Crestline Designees, (i) 36.06% of the Preferred Units and (ii) 100% of the Class A-1 Common Units. Notwithstanding the foregoing, the Agent, with the consent of Crestline, may at any time redetermine the allocation and type of New Units to be distributed the Holders of Class 2 Claims and DIP Facility Claims. If an Equitization Restructuring occurs, (a) all DIP Liens shall be retained by the DIP Agent and assigned to the Exit Agent and (b) any and all Liens securing the Prepetition Lenders’ Claim shall be retained by the Prepetition Agent and assigned to the Exit Agent to secure the obligations under the Exit Facility. If an Asset Sale Restructuring occurs, after the Effective Date, each of the DIP Liens and the Liens securing the Prepetition Lenders’ Claims shall remain in effect to the same extent and in the same priority such Liens exist on the Effective Date, and no such Lien shall be (or deemed to have been) waived, released, satisfied or discharged, in whole or in part. Beginning on the first calendar quarter following the Effective Date, and continuing on at least a quarterly basis thereafter (or such other time as agreed by the Agent and the GUC Trustee), the GUC Trustee shall pay the Pro Rata Share of Cash on hand resulting from the Agent Panterra Assets, if any: (i) in the event of an Asset Sale Restructuring, to the Agent Trustee or (ii) in the event of an Equitization Restructuring, to the Agent. Holders of Prepetition Lenders’ Claims expressly reserve the right to seek recovery against any Non-Reorganized Debtor on any grounds, including, without limitation, the entire unpaid cash amount of the Prepetition Lenders’ Claims. (d) Voting: Class 2 is Impaired under the Plan. Holders of Claims in Class 2 are entitled to vote to accept or reject the Plan. Class 3 – Secured Tax Claims. (a) Classification: Class 3 consists of Secured Tax Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for Class 3 for each Debtor.

Page 38

(b) Treatment: Except to the extent that the Holder of an Allowed Class 3 Secured Claim agrees to a less favorable treatment of its Allowed Class 3 Secured Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 3 Secured Claim, each such Holder shall receive payment in accordance with section 1129 of the Bankruptcy Code. (c) Voting: Class 3 is Impaired under the Plan. Holders of Claims in Class 3 are entitled to vote to accept or reject the Plan. Class 4 – Other Secured Claims. (a) Classification: Class 4 consists of Other Secured Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed Class 4 Secured Claim agrees to a less favorable treatment of its Allowed 4 Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 4 Secured Claim, each such Holder shall receive, at the option of the applicable Debtor(s) with the consent of the Agent, either: (i) payment in full in Cash; (ii) the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) A new note with a principal amount equal to the amount of the Allowed Class 4 Claim with a term of five years, interest at the Plan Rate, payable monthly in equal payments of principal and interest, and secured by the same collateral that secured such Allowed Class 4 Claim. (c) Voting: Class 4 is Impaired under the Plan. Holders of Claims in Class 4 are entitled to vote to accept or reject the Plan. Class 5 – GUC (General Unsecured) Claims. (a) Classification: Class 5 consists of GUC Claims (which, for avoidance of doubt, do not include TowerBrook Claims or Convenience Class Claims). For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed GUC Claim agrees to less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed GUC Claim, each such Holder of an Allowed GUC Claim in Class 5 shall receive its Pro Rata share of the GUC Trust Interests. Each

Page 39

Holder of GUC Claims in an aggregate Allowed amount greater than $2,500.00 may irrevocably elect on its Ballot to have such Claim irrevocably reduced to $2,500.00 and treated as a Convenience Class Claim for the purposes of the Plan rather than as a GUC Claim. For avoidance of doubt, Holders of Prepetition Lenders’ Claims shall not be entitled to any recovery from the GUC Trust Interests or the GUC Trust Assets (solely excepting the Agent Panterra Assets). (c) Voting: Class 5 is Impaired under the Plan. Holders of Claims in Class 5 are entitled to vote to accept or reject the Plan. Class 6 – Convenience Class Claims. (a) Classification: Class 6 consists of Convenience Class Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed Convenience Class Claim agrees to a less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Convenience Class Claim, each such Holder shall receive within thirty (30) days after the date such Claim is Allowed payment in Cash in an amount equal to 10% of such Holder’s Allowed Convenience Class Claim, which shall be payable from the GUC Trust Reserve. (c) Voting: Class 6 is Impaired under the Plan. Holders of Claims in Class 6 are entitled to vote to accept or reject the Plan. Class 7 – Intercompany Claims. (a) Classification: Class 7 consists of all Intercompany Claims. For purposes of classification and treatment under the Plan, all Class 7 Claims of all Debtors are being treated as one Class. (b) Treatment: Intercompany Claims shall, at the Agent’s election, either be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 7 is either Unimpaired, in which case the Holders of such Claims conclusively are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired and not receiving any distribution under the Plan, in which case the Holders of such Claims are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each Holder of a Class 7 Intercompany Claim is not entitled to vote to accept or reject the Plan. Class 8 – Subordinated Claims. (a) Classification: Class 8 consists of all Subordinated Claims. For purposes of classification and treatment under the Plan, all Class 8 Claims of all Debtors are being treated as one Class.

Page 40

(b) Treatment: Allowed Claims in Class 8 shall receive no payment under the Plan. (c) Voting: Class 8 is Impaired, and such Holders of Class 8 Claims are conclusively presumed to have rejected the Plan under section 1126(g) of the Bankruptcy Code. Class 9 – SMG Holdings Interests (a) Classification: Class 9 consists of any Interests in SMG Holdings. For purposes of classification and treatment under the Plan, all Class 9 Interests are being treated as one Class. (b) Treatment: On the Effective Date, all Interests in SMG Holdings shall be canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 9 is Impaired, and the Holders of Class 9 Interests are conclusively presumed to have rejected the Plan under section 1126(g) of the Bankruptcy Code. Class 10 – Other Debtor Interests (a) Classification: Class 10 consists of Other Debtor Interests. For purposes of classification and treatment under the Plan, all Class 10 Interests are being treated as one Class. (b) Treatment: On the Effective Date, Interests in the Other Debtors shall, at the Agent’s election, either be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 10 is either Unimpaired, in which case the Holders of such Interests conclusively are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired and not receiving any distribution under the Plan, in which case the Holders of such Interests are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each Holder of a Class 10 Interest is not entitled to vote to accept or reject the Plan. C. Special Provision Governing Unimpaired Claims. Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ rights in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims. D. Elimination of Vacant Classes. Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement Order shall be considered vacant,

Page 41

deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of voting on the Plan. E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code. Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B of the Plan. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. Subject to the Agent’s consent, the Debtors reserve the right to modify the Plan in accordance with Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims to render such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules or, subject to the consent of the Agent, to withdraw the Plan as to such Debtor. F. Voting Classes; Presumed Acceptance by Non-Voting Classes. If a Class contains Holders of Claims or Interests eligible to vote and no Holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted by the Holders of such Claims or Interests in such Class. G. Presumed Acceptance and Rejection of the Plan. To the extent that Claims or Interests of any Class receive no distribution under the Plan, each Holder of a Claim or Interest in such Class is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan. To the extent that Claims or Interests of any Class are Reinstated, each Holder of a Claim or Interest in such Class is presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan. H. Interests. Holders of SMG Holdings Interests are not receiving any distribution under the Plan on account of such Interests. Subject to the Agent’s consent, Interests in Other Debtors will be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. I. Controversy Concerning Impairment. If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date. J. Subordinated Claims and Interests. The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable or contractual subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Reorganized Debtors (or the GUC Trust,

Page 42

solely with respect to GUC Claims and Convenience Class Claims) reserve the right to re-classify any Allowed Claim in accordance with any contractual, legal, or equitable subordination relating thereto. ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN A. Restructuring Transactions. On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, with the consent of the Agent, shall enter into any transaction and shall take any actions as may be necessary or appropriate to effectuate the Restructuring Transactions, including the Asset Sale Restructuring or the Equitization Restructuring, as applicable, and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses in accordance with the terms of the Plan. The actions to implement the Restructuring Transactions may include, as applicable, and without limitation: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law and any other terms to which the Agent may consent, including, if applicable, the formation of any entity or entities that will constitute, in whole or in part, the Reorganized Debtors; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the Agent may consent, including the execution and delivery of the Agent Trust Agreement; (3) the execution of the GUC Trust Agreement; (4) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; (5) the execution and delivery of the New Organizational Documents; (6) the issuance of the New Units as set forth in the Plan; and (7) all other actions that the Debtors with the Agent’s consent or the Reorganized Debtors, as applicable, determine to be necessary or advisable, including making filings or recordings that may be required by law in connection with the Plan. The Confirmation Order shall and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions. B. GUC Trust. 1. Creation and Governance of the GUC Trust The GUC Trust shall be established for the administration of the GUC Trust Assets as set forth in the Plan and GUC Trust Agreement. The GUC Trust shall be created whether an Equitization Restructuring occurs or an Asset Sale Restructuring occurs. The GUC Trust shall be established for the distribution of GUC Trust Assets, net of any GUC Trust Expenses, to Holders of Allowed GUC Claims and Allowed Convenience Class Claims as set forth in the Plan and for the reconciliation by the GUC Trustee of Claims and Interests. On the Effective Date, the Debtors, the Reorganized Debtors, and GUC Trustee, as applicable, shall be authorized to take all actions necessary to establish the GUC Trust in accordance

Page 43

with the Plan and the GUC Trust Agreement. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to transfer to the GUC Trust all of their rights, title and interest in and to all of the GUC Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, the GUC Trust Assets shall automatically vest in the GUC Trust free and clear of all Claims and Liens, and such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other similar tax pursuant to section 1146(a) of the Bankruptcy Code. The GUC Trustee shall be the exclusive administrator of the GUC Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, solely with respect to the GUC Trust Assets and for purposes of carrying out the GUC Trustee’s duties. The GUC Trust shall be administered by the GUC Trustee. The powers, rights, and responsibilities of the GUC Trustee shall include the authority and responsibility to, among other things, take the actions set forth in the Plan and shall be set forth in the GUC Trust Agreement. The GUC Trustee shall hold and distribute the GUC Trust Assets in accordance with the provisions of the Plan and the GUC Trust Agreement. After the Effective Date, the Debtors and the Reorganized Debtors, if applicable, shall have no interest in the GUC Trust Assets. 2. GUC Trustee and GUC Trust Agreement The GUC Trustee will, among other things, administer the GUC Trust Assets and will be the Estates’ representative with respect to the settlement, release, allowance, disallowance, or compromise of applicable GUC Claims or Convenience Class Claims subject to and in accordance with the Plan and the Bankruptcy Code. The GUC Trust Agreement generally will provide for, among other things: (a) the transfer of the GUC Trust Assets to the GUC Trust; (b) the payment of certain reasonable expenses of the GUC Trust from the GUC Trust Assets; and (c) distributions to GUC Trust Beneficiaries, as provided herein and in the GUC Trust Agreement. On and after the Effective Date, and subject to any consent provisions set forth in the GUC Trust Agreement or the Plan, the GUC Trustee shall be responsible for all decisions and duties with respect to the GUC Trust and the GUC Trust Assets, except as otherwise provided in the GUC Trust Agreement or the Plan. The GUC Trustee shall make distributions to GUC Trust Beneficiaries on account of GUC Trust Interests. 3. Tax Treatment In furtherance of the GUC Trust, (a) the GUC Trust is intended to qualify as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections 671 through 679 of the Internal Revenue Code to the applicable Holders of Claims, consistent with the terms of the Plan; (b) the sole purpose of the GUC Trust shall be the liquidation and distribution of the GUC Trust Assets in accordance with Treasury Regulation section 301.7701-4(d), including the resolution of applicable Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business; (c) all parties (including, without limitation, the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report consistently with such treatment; (d) all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report consistently with the valuation of the GUC Trust Assets transferred to the GUC Trust as determined by the GUC Trustee (or its designee); (e) the GUC Trustee shall be responsible for filing all applicable tax returns for the GUC Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a); and (f) the GUC Trustee shall annually send to each holder of a GUC Trust Interest a separate statement regarding the receipts and expenditures of the GUC Trust as relevant for U.S. federal income tax purposes. In conformity

Page 44

with Revenue Procedure 94-45, all parties (including, without limitation, the Debtors, the GUC Trustee and GUC Trust Beneficiaries) will be required to treat the transfer of the GUC Trust Assets to the GUC Trust, for all purposes of the Internal Revenue Code, as (a) a transfer of the GUC Trust Assets (subject to any obligations relating to those assets) directly to the GUC Trust Beneficiaries (other than to the extent any GUC Trust Assets are allocable to Disputed Claims), followed by (b) the transfer by such beneficiaries to the GUC Trust of GUC Trust Assets in exchange for GUC Trust Interests. For all U.S. federal income tax purposes, all parties must treat the GUC Trust as a grantor trust of which holders of Allowed Class 5 Claims who become GUC Trust Beneficiaries (as determined for U.S. federal income tax purposes) are the owners and grantors. Subject to definitive guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including the receipt by the GUC Trustee of a private letter ruling if the GUC Trustee so requests one, or the receipt of an adverse determination by the Internal Revenue Service upon audit if not contested by the GUC Trustee), the GUC Trustee may timely elect to (a) treat any portion of the GUC Trust allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections), which “disputed ownership fund” will be taxable as a “qualified settlement fund” if such portion of the GUC Trust allocable to Disputed Claims consists of passive assets for tax purposes, and (b) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. If a “disputed ownership fund” election is made, all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report for United States federal, state, and local income tax purposes consistently with the foregoing. The GUC Trustee may request an expedited determination of taxes of the GUC Trust, including any reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the GUC Trust for all taxable periods through the dissolution of the GUC Trust. 4. Non-Transferability of GUC Trust Interests Any and all GUC Trust Interests shall be non-transferable other than if transferred by will, intestate succession, or otherwise by operation of law. In addition, any and all GUC Trust Interests will not constitute “securities” and will not be registered pursuant to the Securities Act or any applicable state or local securities law. However, if it should be determined that any such GUC Trust Interests constitute “securities,” the exemption provisions of Section 1145 of the Bankruptcy Code will be satisfied and the offer, issuance and distribution under the Plan of the GUC Trust Interests will be exempt from registration under the Securities Act and all applicable state and local securities laws and regulations. 5. Dissolution of the GUC Trust The GUC Trustee and GUC Trust shall be discharged or dissolved, as the case may be, at such time as all distributions required to be made by the GUC Trustee under the Plan have been made. 6. Indemnification and Limitation of Liability The GUC Trustee and each of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, independent contractors, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer and successors (each solely in its capacity as such, a “GUC Indemnified Party”) shall be indemnified for, and defended and held harmless against, by the GUC Trust and solely from the GUC Trust Assets, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including

Page 45

the reasonable fees and expenses of their respective professionals) actually incurred other than with respect to gross negligence, willful misconduct, or fraud on the part of the applicable GUC Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the GUC Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the GUC Trust Agreement, as applicable if the applicable GUC Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the GUC Trust or its beneficiaries. The amounts necessary for the indemnification provided in this section (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this section) shall be paid out of the GUC Trust Assets. The GUC Trustee shall not be personally liable for the payment of any GUC Trust expense or claim or other liability of the GUC Trust, and no person shall look to the GUC Trustee personally for the payment of any such expense or liability. The indemnification provided in this section shall survive the death, dissolution, incapacity, resignation or removal of the GUC Trustee, GUC Indemnified Party or the termination of the GUC Trust, and shall inure to the benefit of each GUC Indemnified Party’s heirs and assigns. 7. Preservation of Privilege The Debtors or Reorganized Debtors, as applicable, and the GUC Trust shall be deemed to be working in common interest whereby the Debtors will be able to share documents, information or communications (whether written or oral) relating to GUC Claims, subject to a common interest privilege. The GUC Trust shall seek to preserve and protect all applicable privileges attaching to any such documents, information, or communications. The GUC Trustee’s receipt of such documents, information or communications shall not constitute a waiver of any privilege. All privileges shall remain in the control of the Debtors or Reorganized Debtors, as applicable, and the Debtors or Reorganized Debtors, as applicable, retain the exclusive right to waive their own privileges. 8. Administration of the GUC Trust On and after the Effective Date, the GUC Trustee shall: (a) resolve Disputed Claims that are GUC Claims and Convenience Class Claims as expeditiously as possible, (b) make distributions on account of GUC Trust Interests as provided hereunder, (c) to the extent transferred to the GUC Trust, enforce and prosecute claims, interests, rights, and privileges under the Panterra Claims in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (d) file appropriate tax returns, and (e) administer the GUC Trust in an efficacious manner. The GUC Trustee shall liquidate the Agent Panterra Assets as expeditiously as reasonably possible and, subject to the consent of the Agent, make Cash distributions to the Agent, Reorganized SMG, holders of New Units, or holders of Agent Trust Interests (if applicable), as set forth in the Plan and the GUC Trust Agreement. The GUC Trust shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters pertaining to the GUC Claims reconciliation process and the GUC Trust Assets, including (a) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court (including the Panterra Actions), in each case without the need or requirement for the GUC Trustee to file motions or substitutions of parties or counsel in each such matter. 9. GUC Trust Fees and Expenses

Page 46

From and after the Effective Date, the GUC Trustee, on behalf of the GUC Trust, shall, in the ordinary course of business and without the necessity of any approval by the Bankruptcy Court, pay using the GUC Trust Assets the reasonable expenses (including any taxes imposed on or payable by the GUC Trust or in respect of the GUC Trust Assets and professional fees) incurred by the GUC Trust and any professionals retained by the GUC Trust or the GUC Trustee and any additional amounts determined necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust from the GUC Trust Assets. The GUC Trustee is authorized to allocate such expenses to, and pay them from, the GUC Trust Assets, as the GUC Trustee may determine in good faith is fair (such as based upon the GUC Trustee’s good faith determination of the nature or purpose of the fee or expense, the relative amount of GUC Claims, or such other matters as the GUC Trustee deems relevant) and in accordance with the GUC Trust Agreement. No GUC Trust Expenses shall be payable from the Agent Panterra Assets. C. The Equitization Restructuring If the Equitization Restructuring occurs, the following provisions shall govern. 1. Reorganized Debtors On the Effective Date, the Reorganized SMG Board shall be established, and each Reorganized Debtor shall adopt its New Organizational Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Plan as necessary to consummate the Plan, including any Restructuring Transactions. 2. Sources of Consideration for Plan Distributions (a) Exit Facility On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Loan Documents (a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Loan Documents, (c) shall be deemed to be automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Loan Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the Exit Agent and all other persons and entities granted such Liens and security interests shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On the Effective Date, the applicable Reorganized Debtors shall enter into the Exit Facility (and such other Reorganized Debtors may enter into the Exit Facility after the Effective Date as set forth in the Exit Facility Loan Documents and the Plan), the terms of which will be set forth in the

Page 47

Exit Facility Loan Documents. Confirmation of the Plan shall be deemed approval by the Bankruptcy Court of the Exit Facility, including the Exit Facility Loan Documents and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, expenses, and other payments provided for therein and authorization of the applicable Reorganized Debtors to enter into and execute the Exit Facility Loan Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. (b) New Units Reorganized SMG shall be authorized to issue New Units pursuant to the New Organizational Documents. On the Effective Date, the Debtors shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan. The New Units, as well as the terms, amount, structure, and allocation thereof, may be modified with the consent of the Agent (with, for the avoidance of doubt, the consent of Crestline) at any time prior to the Effective Date. All of the New Units issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of New Units shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. 3. Vesting of Assets in the Reorganized Debtors Except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, on the Effective Date, other than with respect to all Non-Vesting Assets, property of any Non-Reorganized Debtor, and the GUC Trust Assets, all property in each Estate, all Causes of Action (including the Retained Causes of Action), and any property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable Reorganized Debtor or such other Entity as determined by the Agent, free and clear of all Liens, Claims, charges, Interests, or other encumbrances; provided, however, that (a) any and all DIP Liens shall be retained by the DIP Agent and assigned to the Exit Agent and (b) any and all Liens securing the Prepetition Lenders’ Claim shall be retained by the Prepetition Agent and assigned to the Exit Agent, in each case of (a) and (b) to secure any and all obligations of the Reorganized Debtors under the Exit Facility. Except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, on and after the Effective Date, each of the Reorganized Debtors may operate their business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Notwithstanding anything herein to the contrary, at any time prior to the Effective Date, the Agent may elect for any Interest in any Debtor that will become a Reorganized Debtor to be issued and assigned to any Entity on the Effective Date, including without limitation any third party by filing a notice on the docket of the Bankruptcy Court. The Plan shall constitute a motion to abandon the Non-Vesting Assets. The Confirmation Order shall constitute (a) an authorization of the Bankruptcy Court to abandon the Non-Vesting Assets under section 554 of the Bankruptcy Code and (b) an order of abandonment of the Non-Vesting Assets as of the Effective Date. The Non-Vesting Assets shall not vest in any of the Reorganized Debtors, and the Reorganized Debtors shall have no ownership interest in the Non-Vesting Assets.

Page 48

4. Corporate Action On the Effective Date, all actions contemplated under the Plan with respect to the Debtors and the Reorganized Debtors, as applicable, shall be deemed authorized and approved in all respects, including, as applicable: (1) implementation of the Restructuring Transactions; (2) formation by the Debtors or such other party as contemplated in the Plan, Plan Supplement, or Confirmation Order, of Reorganized SMG, and any transactions related thereto; (3) selection of, and the election or appointment (as applicable) of, the directors and officers for the Reorganized Debtors; (4) adoption of and entry into any employment agreements; (5) approval and adoption of (and, as applicable, the execution, delivery, and filing of) the New Organizational Documents; (6) issuance and distribution of New Units as set forth in the Plan; (7) execution of the GUC Trust Agreement and transfer of the GUC Trust Assets to the GUC Trust; (8) entry into the Exit Facility Loan Documents; (9) the rejection, assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; (10) the establishment of the Reorganized SMG Board and the appointment of each manager thereof, and (11) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for herein involving the corporate structure of the Debtors or the Reorganized Debtors, as applicable, and any corporate action, authorization, or approval that would otherwise be required by the Debtors or the Reorganized Debtors, as applicable, in connection with the Plan shall be deemed to have occurred or to have been obtained and shall be in effect as of the Effective Date, without any requirement of further action, authorization, or approval by the Bankruptcy Court, security holders, directors, managers, or officers of the Debtors, the Reorganized Debtors, or any other person. On or before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized and directed to issue, execute, and deliver the agreements, documents, securities, and instruments, and take such actions, contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors including, as applicable, the GUC Trust Agreement, the New Organizational Documents, the New Units, the Exit Facility, the Exit Facility Loan Documents, and any and all other agreements, documents, securities, and instruments relating to the foregoing, and all such documents shall be deemed ratified. The authorizations and approvals contemplated by this subsection shall be effective notwithstanding any requirements under non-bankruptcy law. 5. New Organizational Documents On or immediately prior to the Effective Date, the New Organizational Documents shall be amended in a manner acceptable to the Agent as may be necessary to effectuate the transactions contemplated by the Plan. On the Effective Date, to the extent provided in the Plan and/or Plan Supplement, each of the Reorganized Debtors will file its New Organizational Documents with the applicable secretaries of state and/or other applicable authorities in its respective state of incorporation or formation in accordance with the applicable laws of the respective state of incorporation or formation, to the extent required for such New Organizational Documents to become effective. Pursuant to and to the extent provided in section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities (other than with respect to the Preferred Units and the Class A-2 Common Units). After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective state of

Page 49

incorporation and their respective New Organizational Documents and other constituent documents of the Reorganized Debtors. 6. Directors and Officers of the Reorganized Debtors As of the Effective Date, the terms of the current members of the boards of directors or managers, as applicable, of each of the Debtors shall expire, and the initial Reorganized SMG Board and the boards of directors or managers of each of the other Reorganized Debtors will include those directors and officers set forth in the lists of directors and officers of the Reorganized Debtors included in the Plan Supplement. After the Effective Date, the officers of each of the Reorganized Debtors shall be appointed in accordance with the respective New Organizational Documents. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of each person proposed to be an officer or to serve on the initial board of directors of any of the Reorganized Debtors. To the extent any such director or officer of the Reorganized Debtors is an “insider” under the Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such director or officer. Each such director or officer shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents. 7. Effectuating Documents; Further Transactions On and after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, and the officers, directors, agents and members thereof are authorized to and may issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan. 8. Management Incentive Plan The Reorganized SMG A&R LLCA shall provide for a Management Incentive Plan for the issuance of Class B Common Units to management and other service providers. The participants in the Management Incentive Plan, the timing and allocations of the awards to participants, and the other terms and conditions of such awards (including, but limited to, vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights, and transferability) shall be set forth in the Reorganized SMG A&R LLCA and award agreements with participants, to the extent applicable. 9. Employee Matters Pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. 10. Preservation of Causes of Action In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, the Reorganized Debtors or the GUC Trust, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action belonging to the Debtors or their Estates that vest in the Reorganized Debtors or are transferred and assigned to the GUC Trust pursuant to the Plan, as applicable, whether arising before or after the Petition Date, including,

Page 50

without limitation, any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ and the GUC Trust’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than Causes of Action released by the Debtors pursuant to the releases and exculpations set forth in Article VIII of the Plan or otherwise under this Plan; provided, however, that notwithstanding anything to the contrary herein, on the Effective Date (a) all Causes of Action against the Schultz Parties of Debtors that become Reorganized Debtors shall vest in the Reorganized Debtors and (b) all Causes of Action against the Schultz Parties of Debtors that become Non-Reorganized Debtors shall be transferred and assigned to the Reorganized Debtors, unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). The Reorganized Debtors and the GUC Trustee may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors and the GUC Trust Beneficiaries. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, the Disclosure Statement, or the Schedule of Retained Causes of Action to any Cause of Action against it as any indication that the Reorganized Debtors or GUC Trustee will not pursue any and all available Causes of Action of the Debtors or the Estates against it. The Reorganized Debtors and the GUC Trustee, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action of the Debtors or the Estates against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or pursuant to a Final Order, the Reorganized Debtors and the GUC Trustee expressly reserve all such Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation. The Reorganized Debtors and the GUC Trust, as applicable, reserve and shall retain such Causes of Action of the Debtors and their Estates notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Cause of Action that a Debtor or its Estate may hold against any Entity shall vest in the Reorganized Debtors or the GUC Trust pursuant to the Plan, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. The Reorganized Debtors and the GUC Trust shall retain and may exclusively enforce any and all such Causes of Action, and through their authorized agents or representatives shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment, any such Causes of Action (except as otherwise expressly provided in the Plan), or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court. On the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action.

Page 51

11. Non-Reorganized Debtors On the Effective Date, the Non-Vesting Assets (including Interests in Debtors identified on the Schedule of Abandoned Debtors) shall be abandoned pursuant to section 554 of the Bankruptcy Code. On the Effective Date, the Chapter 11 Cases of the Debtors identified on the Schedule of Converted Cases shall be converted to cases under chapter 7 of the Bankruptcy Code pursuant to section 1112(a) of the Bankruptcy Code without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity. The Confirmation Order shall provide that such Chapter 11 Cases shall be converted to cases under chapter 7 pursuant to section 1112(a) of the Bankruptcy Code. The treatment of Claims against and Interests in Debtors identified on the Schedule of Non-Applicable Debtors shall be subject to a separate plan or reorganization or liquidation acceptable to the Agent. Notwithstanding anything to the contrary herein, each Debtor identified on any Schedule of Non-Reorganized Debtors constitutes a “Releasing Party” under this Plan and Article VIII of the Plan shall apply to all such Debtors. 12. Cooperation of Reorganized Debtors In either an Equitization Restructuring or an Asset Sale Restructuring, the Reorganized Debtors shall reasonably cooperate with the GUC Trust and the GUC Trustee regarding information pertaining to the GUC Trust Assets; provided that the Reorganized Debtors shall have no obligation to incur out-of-pocket expenses in connection with such reasonable cooperation. 13. Administrative Consolidation for Procedural Purposes Only In either an Equitization Restructuring or an Asset Sale Restructuring , on the Effective Date, and solely for administrative purposes to facilitate distributions, each and every GUC Claim or Convenience Class Claim against a Debtor that is not listed on the Schedule of Abandoned Debtors, the Schedule of Non-Applicable Debtors, or the Schedule of Converted Cases shall (a) be deemed merged or treated as liabilities of the GUC Trust to the extent Allowed and (b) shall be treated as filed against the consolidated Debtors and shall be treated as one GUC Claim or one Convenience Class Claim, as applicable, as an obligation of the GUC Trust. Each and every GUC Claim or Convenience Class Claim against a Debtor that is not listed on the Schedule of Abandoned Debtors, the Schedule of Non-Applicable Debtors, or the Schedule of Converted Cases and which constitutes a guaranty by a Debtor of the obligations of any other Debtor shall be deemed eliminated and extinguished so that any such GUC Claim or Convenience Class Claim, as applicable, against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several GUC Claim or Convenience Class Claim against any of the Debtors shall be deemed to be a single obligation of the GUC Trust. For the avoidance of doubt, for purposes of determining the availability of the right of setoff under section 553 of the Bankruptcy Code, the Debtors shall be treated as separate entities so that, subject to the other provisions of section 553 of the Bankruptcy Code, debts due to any of the Debtors may not be set off against the liabilities of any of the other Debtors. Such administrative consolidation is solely for the purpose of facilitating distributions to Holders of GUC Claims under this Plan and

Page 52

shall not affect the legal and corporate structures of the Reorganized Debtors. Moreover, such administrative consolidation shall not affect any subordination provisions set forth in any agreement relating to any GUC Claim or the ability of the GUC Trustee to seek to have any GUC Claim subordinated in accordance with any contractual rights or equitable principles. 14. Leasehold Mortgages On the Effective Date, and effective as of the date of entry of the Final DIP Order, each Reorganized Debtor that is a lessee under an Unexpired Lease of nonresidential real property shall execute a leasehold mortgage with the Exit Agent, and, absent a timely objection and showing by the Confirmation Objection Deadline by the applicable lessor counterparty that such leasehold mortgage is expressly prohibited under such lease and cannot be cured or resolved by consent or other process under such lease, or would cause a default under the landlord’s financing agreement existing as of the date of entry of the Final DIP Order, each lessor counterparty to such Unexpired Lease of nonresidential real property shall be deemed to consent to the grant of such leasehold mortgage to the Exit Agent. D. The Asset Sale Restructuring If the Asset Sale Restructuring occurs, the following provisions shall govern. 1. Vesting of Assets in the GUC Trust On the Effective Date, the GUC Trust Assets shall vest in the GUC Trust free and clear of all Liens, Claims, charges, or other encumbrances. 2. Sources of Consideration for Plan Distributions Distributions under the Plan will be funded with Cash on hand on the Effective Date and the revenues and proceeds of all remaining assets of the Debtors recovered by the GUC Trust or Agent Trust, as applicable, including proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date. Notwithstanding anything to the contrary in the Plan or in the Asset Purchase Agreement, on the Effective Date, any Cause of Action not settled, released, discharged, enjoined, or exculpated under the Plan on or prior to the Effective Date shall vest in the Agent Trust (except the Panterra Claims, which shall vest in the GUC Trust); provided, however, that the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 3. Dissolution and Governing Bodies of the Debtors As of the Effective Date, the Debtors’ board(s) of managers shall be dissolved without any further action required on the part of the Debtors or the Debtors’ officers, directors, managers, shareholders, members, or similar governing bodies, and any remaining officers, directors, managers, or managing members of any Debtor shall be dismissed without any further action required on the part of any such Debtor, the equity holders of the Debtors, the officers, directors, managers, or similar governing body, as applicable, of the Debtors, or the members of any Debtor. Subject in all respects

Page 53

to the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the Effective Date, but in no event later than the closing of the Chapter 11 Cases. The filing by the Agent Trustee of any of the Debtors’ certificate of dissolution shall be authorized and approved in all respects without further action under applicable law, regulation, order, or rule, including any action by the equity holders, members, board of directors, managers, or board of managers or any of its affiliates. 4. Release of Liens Except as otherwise expressly provided herein or in the Confirmation Order, on the Effective Date, all Liens on any property of any Debtors shall automatically terminate, all property subject to such Liens shall be automatically released, and all guarantees of any Debtors shall be automatically discharged and released; provided that notwithstanding anything to the contrary set forth in this Plan, subject to the funding of the Professional Fee Escrow Account and except with respect to the GUC Trust Assets, (a) all Liens of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, on any property of any Debtors shall remain valid, binding, and in full effect on and after the Effective Date, (b) all property of the Debtors (including any Sale Proceeds) shall remain subject to the Liens and Claims of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, as such Liens and Claims exist on the Effective Date, and shall continue to secure all of the DIP Facility Claims and the Prepetition Lenders’ Claims, (c) all guarantees of any Debtors in favor of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders shall be reaffirmed and remain in full force and effect, and (d) the proceeds of sales of any collateral of the Debtors securing the DIP Facility Claims and the Prepetition Lenders’ Claims shall remain subject to the Liens and Claims of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, as applicable, to the same extent as such Liens and Claims were enforceable against the Debtors and the Debtors’ assets on the Effective Date, in each case of (a)-(d) until the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders are indefeasibly paid in full in Cash. 5. Corporate Action On the Effective Date, all actions contemplated under the Plan, regardless of whether taken before, on, or after the Effective Date, shall be deemed authorized and approved in all respects, including: (a) consummation of the Asset Sale; and (b) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan or deemed necessary or desirable by the Debtors before, on, or after the Effective Date involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan or corporate structure of the Debtors or Reorganized Debtors, shall be deemed to have occurred and shall be in effect on the Effective Date, without any requirement of further action by the security holders, directors, managers, or officers of the Debtors or the Reorganized Debtors. Before, on, or after the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors. The authorizations and approvals contemplated by this subsection shall be effective notwithstanding any requirements under non-bankruptcy law.

Page 54

6. Effectuating Documents; Further Transactions Prior to the Effective Date, the Debtors are, and on and after the Effective Date, the GUC Trustee and the Agent Trustee are, authorized to and may issue, execute, deliver, file, or record to the extent not inconsistent with any provision of this Plan such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan. 7. Preservation of Causes of Action Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Debtors shall convey to the Agent Trust all rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action other than the Panterra Claims, whether arising before or after the Petition Date, which shall vest in the Agent Trust pursuant to the terms of the Plan. The Agent Trustee may enforce all rights to commence, prosecute, or settle, as appropriate, any and all such Causes of Action, whether arising before or after the Petition Date, and the Agent Trustee’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Agent Trustee may, in its reasonable business judgment, pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Action to the extent the Agent Trustee deems appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Agent Trustee will not pursue any and all available Causes of Action against them. The Debtors and the Agent Trustee expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Agent Trustee expressly reserves all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. Subject to the consent of the Agent, the Agent Trustee may initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any other third party or any further notice to, or action, order, or approval of, the Bankruptcy Court. For avoidance of doubt, on the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 8. Agent Trust In the event an Asset Sale Restructuring occurs, the Agent Trust Assets will be transferred to the Agent Trust on the Effective Date.

Page 55

Except as otherwise provided in the Plan, the Confirmation Order, the Asset Purchase Agreement, or any agreement, instrument, or other document incorporated herein or therein, or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date, the Agent Trust Assets shall vest in the Agent Trust free and clear of all Liens, Claims, charges, or other encumbrances; provided that the Agent Trust Assets shall remain subject to the Liens and Claims of the DIP Agent and the Prepetition Agent, as applicable, to the same extent as such Liens and Claims were enforceable against the Debtors and the Debtors’ assets on the Effective Date until such DIP Facility Claims and Prepetition Lenders’ Claims are indefeasibly paid in full in Cash. The Agent Trust shall be established for the administration of the Agent Trust as set forth in the Plan and Agent Trust Agreement. On the Effective Date, the Debtors, the Agent, and the Agent Trustee, as applicable, shall be authorized to take all actions necessary to establish the Agent Trust in accordance with the Plan and the Agent Trust Agreement. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to transfer to the Agent Trust all of their rights, title and interest in and to all of the Agent Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, other than with respect to the Liens of the Agent, which shall encumber the Agent Trust Assets, the GUC Trust Assets shall automatically vest in the Agent Trust free and clear of all Claims and Liens, and such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other similar tax pursuant to section 1146(a) of the Bankruptcy Code. The Agent Trustee shall be the exclusive administrator of the Agent Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, solely for purposes of carrying out the Agent Trustee’s duties. The Agent Trust shall be administered by the Agent Trustee. The powers, rights, and responsibilities of the Agent Trustee shall include the authority and responsibility to, among other things, take the actions set forth in the Plan and shall be set forth in the Agent Trust Agreement. The Agent Trustee shall hold and distribute the Agent Trust Assets in accordance with the provisions of the Plan and the Agent Trust Agreement. After the Effective Date, the Debtors and the Reorganized Debtors, if applicable, shall have no interest in the Agent Trust Assets. On and after the Effective Date, the Agent Trustee shall: (a) wind down the Debtors’ businesses and affairs as expeditiously as reasonably possible, (b) make distributions on account of Agent Trust Interests as provided hereunder, (c) enforce and prosecute claims, interests, rights, and privileges under the Causes of Action on the Schedule of Retained Causes of Action in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (d) file appropriate tax returns, and (e) administer the Plan in an efficacious manner. The Agent Trustee shall liquidate all Agent Trust Assets as expeditiously as reasonably possible and make Cash distributions to holders of Agent Trust Interests. The Agent Trust shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (a) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Agent Trustee to file motions or substitutions of parties or counsel in each such matter. 9. Agent Trustee and Agent Trust Agreement

Page 56

The Agent Trustee will, among other things, administer the Agent Trust Assets. The Agent Trust Agreement generally will provide for, among other things: (a) the transfer of the Agent Trust Assets to the Agent Trust; (b) the payment of certain reasonable expenses of the Agent Trust from the Agent Trust Assets; and (c) distributions to Agent Trust Beneficiaries, as provided herein and in the Agent Trust Agreement. On and after the Effective Date, and subject to any consent provisions set forth in the Agent Trust Agreement or the Plan, the Agent Trustee shall be responsible for all decisions and duties with respect to the Agent Trust and the Agent Trust Assets, except as otherwise provided in the Agent Trust Agreement or the Plan. The Agent Trustee shall make distributions to the Agent Trust Beneficiaries. 10. Tax Treatment Provided the Agent Trust is structured as a trust, (a) the Agent Trust is intended to qualify as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections 671 through 679 of the Internal Revenue Code to the applicable Holders of Claims, consistent with the terms of the Plan; (b) the sole purpose of the Agent Trust shall be the liquidation and distribution of the Agent Trust Assets in accordance with Treasury Regulation section 301.7701-4(d), including the resolution of applicable Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business; (c) all parties (including, without limitation, the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report consistently with such treatment; (d) all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report consistently with the valuation of the Agent Trust Assets transferred to the Agent Trust as determined by the Agent Trustee (or its designee); (e) the Agent Trustee shall be responsible for filing all applicable tax returns for the Agent Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a); and (f) the Agent Trustee shall annually send to each holder of an Agent Trust Interest a separate statement regarding the receipts and expenditures of the Agent Trust as relevant for U.S. federal income tax purposes. In conformity with Revenue Procedure 94-45, all parties (including, without limitation, the Debtors, the Agent Trustee and the Agent Trust Beneficiaries) will be required to treat the transfer of the Agent Trust Assets to the Agent Trust, for all purposes of the Internal Revenue Code, as (a) a transfer of the Agent Trust Assets (subject to any obligations relating to those assets) directly to the Agent Trust Beneficiaries (other than to the extent any Agent Trust Assets are allocable to Disputed Claims), followed by (b) the transfer by such beneficiaries to the Agent Trust of Agent Trust Assets in exchange for Agent Trust Interests. For all U.S. federal income tax purposes, all parties must treat the Agent Trust as a grantor trust of which holders of Claims who become Agent Trust Beneficiaries (as determined for U.S. federal income tax purposes) are the owners and grantors. Subject to definitive guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including the receipt by the Agent Trustee of a private letter ruling if the Agent Trustee so requests one, or the receipt of an adverse determination by the Internal Revenue Service upon audit if not contested by the Agent Trustee), the Agent Trustee may timely elect to (a) treat any portion of the Agent Trust allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections), which “disputed ownership fund” will be taxable as a “qualified settlement fund” if such portion of the Agent Trust allocable to Disputed Claims consists of passive assets for tax purposes, and (b) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. If a “disputed ownership fund” election is made, all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report for United States federal, state, and local income tax purposes consistently with the foregoing. The Agent Trustee may request an expedited determination of taxes of the Agent

Page 57

Trust, including any reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the Agent Trust for all taxable periods through the dissolution of the Agent Trust. 11. Non-Transferability of Agent Trust Interests Any and all Agent Trust Interests shall be non-transferable other than if transferred by will, intestate succession, or otherwise by operation of law. In addition, any and all Agent Trust Interests will not constitute “securities” and will not be registered pursuant to the Securities Act or any applicable state or local securities law. However, if it should be determined that any such Agent Trust Interests constitute “securities,” the exemption provisions of Section 1145 of the Bankruptcy Code will be satisfied and the offer, issuance and distribution under the Plan of the Agent Trust Interests will be exempt from registration under the Securities Act and all applicable state and local securities laws and regulations. 12. Dissolution of the Agent Trust The Agent Trustee and Agent Trust shall be discharged or dissolved, as the case may be, at such time as all distributions required to be made by the Agent Trustee under the Plan have been made. 13. Indemnification and Limitation of Liability The Agent Trustee and each of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, independent contractors, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer and successors (each solely in its capacity as such, an “Agent Trustee Indemnified Party”) shall be indemnified for, and defended and held harmless against, by the Agent Trust and solely from the Agent Trust Assets, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) actually incurred other than with respect to gross negligence, willful misconduct, or fraud on the part of the applicable Agent Trustee Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Agent Trustee Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Agent Trust Agreement, as applicable if the applicable Agent Trustee Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Agent Trust or its beneficiaries. The amounts necessary for the indemnification provided in this section (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this section) shall be paid out of the Agent Trust Assets. The Agent Trustee shall not be personally liable for the payment of any Agent Trust expense or claim or other liability of the Agent Trust, and no person shall look to the Agent Trustee personally for the payment of any such expense or liability. The indemnification provided in this section shall survive the death, dissolution, incapacity, resignation or removal of the Agent Trustee, Agent Trustee Indemnified Party or the termination of the Agent Trust, and shall inure to the benefit of each Agent Trustee Indemnified Party’s heirs and assigns. E. Settlement and Compromise.

Page 58

The Plan shall be deemed a motion to approve the good-faith compromise and settlement set forth in the Plan pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan, including (a) to the extent not previously released, any challenge to the amount, validity, perfection, enforceability, priority, or extent of the DIP Facility Claims or the Prepetition Lenders’ Claims and (b) to the extent not previously released, any claim to avoid, subordinate, or disallow any DIP Facility Claims or Prepetition Lenders’ Claims, whether under any provision of chapter 5 of the Bankruptcy Code, on any equitable theory (including equitable subordination, equitable disallowance, or unjust enrichment) or otherwise. The Plan shall be deemed to be a motion to approve the good-faith compromise and settlement of all such Claims and Interests and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise, settlement, and releases set forth in the Plan, as well as a finding by the Bankruptcy Court that such settlement and compromise, and the releases and indemnities provided to effectuate such settlement and compromise, are fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and the Holders of Claims and Interests. The compromises, settlements, and releases described herein shall be deemed non-severable from each other and from all other terms of the Plan. In order to implement the good-faith compromise and settlement set forth herein, the Plan groups the Debtors together solely for the purpose of describing treatment of Claims and Interests under the Plan and confirmation of the Plan. The Plan applies to all of the Debtors. To the extent there are no Allowed Claims or Interests with respect to a particular Debtor, such Class is deemed to be omitted with respect to such Debtor. Except as otherwise provided herein, to the extent a Holder has a Claim that may be asserted against more than one Debtor, the vote of such Holder in connection with such Claims shall be counted as a vote of such Claim against each Debtor against which such Holder has a Claim. The grouping of the Debtors in this manner shall not affect any Debtor’s status as a separate legal Entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger of consolidation of any legal Entities, or cause the transfer of any Assets, and, except as otherwise provided by or permitted under the Plan, all Debtors shall continue to exist as separate legal Entities. F. Settlement of Claims After the Effective Date. In accordance with the provisions of the Plan and except as otherwise set forth in the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date: (a) in the event of an Equitization Restructuring, (i) the Reorganized Debtors may compromise and settle Claims against, and Interests in, the Debtors and their Estates, and Causes of Action against other Entities (in each case other than with respect to GUC Claims, Convenience Class Claims, and the Panterra Claims), and (ii) the GUC Trustee may compromise and settle GUC Claims, Convenience Class Claims, and the Panterra Claims; and (b) in the event of an Asset Sale Restructuring, (i) the Agent Trustee may compromise and settle Claims against, and Interests in, the Debtors and their Estates, and Causes of Action against other Entities (in each case other than with respect to GUC Claims, Convenience Class Claims, and the Panterra Claims), and (ii) the GUC Trustee may compromise and settle GUC Claims, Convenience Class Claims, and the Panterra Claims.

Page 59

G. Cancellation of Certain Existing Securities. Except as otherwise provided in the Plan, and other than with respect to the DIP Facility Claims, the Prepetition Lenders’ Claims, the DIP Facility Documents, and the Prepetition Loan Documents, on and after the Effective Date, all notes, instruments, certificates, agreements, indentures, mortgages, security documents, and other documents evidencing any Claims against any of the Debtors, and any Interests in SMG Holdings shall be deemed canceled, surrendered, and discharged without any need for further action or approval of the Bankruptcy Court or any Holder or other person and the obligations of the Debtors or Reorganized Debtors, as applicable, thereunder or in any way related thereto shall be deemed satisfied in full and discharged, and the counterparties to any such documents or agreements shall be released from all duties thereunder; provided that notwithstanding Confirmation or Consummation, any such document or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of: (a) allowing Holders to receive distributions under the Plan; (b) allowing creditors to enforce their rights, Claims, and interests vis-à-vis any parties other than the Debtors; and (c) preserving any rights of any creditors to enforce any obligations owed to each of them under the Plan, and to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court, including, but not limited, to enforce the respective obligations owed to such parties under the Plan. H. Section 1146 Exemption. Pursuant to, and to the fullest extent permitted by, section 1146(a) of the Bankruptcy Code, any transfers of property pursuant to, in contemplation of, or in connection with, the Plan, including: (a) the Restructuring Transactions; (b) the GUC Trust Agreement and, if applicable, the Agent Trust Agreement; (c) the transfer of property pursuant to an Asset Sale Restructuring, if applicable, (d) the issuance, reinstatement, distribution, transfer, or exchange of any debt, security, or other interest in the Debtors or the Reorganized Debtors, including the issuance of the New Units (including with regard to the Management Incentive Plan) pursuant to an Equitization Restructuring, if applicable, (e) the transfer, if any, of the Debtors’ assets to the Reorganized Debtors; (f) the making, assignment, recording, or surrender of any lease or sublease; (g) the grant of collateral as security for any or all of the Exit Facility, (h) the creation, modification, consolidation, termination, refinancing, delivery, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such other means, and (i) the making, delivery, or recording of any other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets or transaction arising out of, contemplated under, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer, mortgage recording tax, or other similar tax, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers or property without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. I. Corporate Existence.

Page 60

Except as otherwise provided in the Plan or the Plan Supplement, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect before the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under the Plan, the Plan Supplement, or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan or Plan Supplement and require no further action or approval (other than any requisite filings required under applicable state or federal law). J. Restructuring Expenses. The Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date, shall be paid in full in Cash on the Effective Date (to the extent not previously paid during the course of the Chapter 11 Cases) without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, or without any requirement for Bankruptcy Court review or approval. All Restructuring Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be delivered to the Debtors at least two (2) Business Days before the anticipated Effective Date; provided, however, that such estimates shall not be considered an admission or limitation with respect to such Restructuring Expenses. On the Effective Date or as soon as reasonably practicable thereafter, final invoices for all Restructuring Expenses incurred prior to and as of the Effective Date shall be submitted to the Debtors. In addition, the Debtors and the Reorganized Debtors (as applicable) shall continue to pay pre- and post-Effective Date, when due and payable in the ordinary course, Restructuring Expenses related to implementation, consummation, and defense of the Plan, whether incurred before, on, or after the Effective Date. K. Document Retention. On and after the Effective Date, and in the event of an Asset Sale Restructuring after prior consultation with the GUC Trustee, the Reorganized Debtors may maintain or dispose of documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors. L. Closing of Chapter 11 Cases. If an Equitization Restructuring occurs, upon the occurrence of the Effective Date, the Reorganized Debtors shall be permitted to close all but one of their Chapter 11 Cases. The Reorganized Debtors may designate one Chapter 11 Case to remain open, and all contested matters and adversary proceedings relating to each of the Debtors subject to the treatment under the Plan, including objections to Claims, shall be administered and heard in such Chapter 11 Case; provided that for purposes of sections 546 and 550 of the Bankruptcy Code, the Chapter 11 Cases of the Debtors subject to the treatment under the Plan shall be deemed to remain open until such Chapter 11 Case has been closed. When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the GUC Trustee, with the consent of the Agent, shall seek authority from the Bankruptcy Court to close any Chapter 11 Case that remains open as of such time in accordance with the Bankruptcy Code and the Bankruptcy Rules.

Page 61

If an Asset Sale Restructuring occurs, upon the occurrence of the Effective Date, the Agent Trustee shall be permitted to close all but one of the Chapter 11 Cases of Debtors subject to treatment under the Plan. The Agent Trustee may designate one such Chapter 11 Case to remain open, and all contested matters and adversary proceedings relating to each of the Debtors subject to the treatment under the Plan, including objections to Claims, shall be administered and heard in such Chapter 11 Case; provided that for purposes of sections 546 and 550 of the Bankruptcy Code, the Chapter 11 Cases of the Debtors subject to the treatment under the Plan shall be deemed to remain open until such Chapter 11 Case has been closed. When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the GUC Trustee, with the consent of the Agent Trustee, shall seek authority from the Bankruptcy Court to close any Chapter 11 Case that remains open as of such time in accordance with the Bankruptcy Code and the Bankruptcy Rules. ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, (a) all Executory Contracts and Unexpired Leases of the Debtors listed on the Assumed Executory Contract and Unexpired Lease List or that were previously assumed or assumed and (b) all other Unexpired Leases ofassigned by the Debtors, are deemed to be Assumed Executory Contracts or Unexpired Leases, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, . All Executory Contracts or Unexpired Leases other than those Executory Contracts or Unexpired Leases that: (a)previously were assumed, or assumed and assigned, or rejected by the Debtors; (b) that (a) are identified on the Rejected Executory Contract and Unexpired Lease List; or (c, (b) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date, or (c) are not listed on the Assumed Executory Contract and Unexpired Lease List or are not subject to a motion to assume such Executory Contracts or Unexpired Leases pending on the Confirmation Date shall be deemed rejected as of the Effective Date in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code. Entry of the Confirmation Order by the Bankruptcy Court shall constitute a court order approving the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired Leases, as applicable, as set forth in the Plan, the Rejected Executory Contract and Unexpired Lease List, or the Assumed Executory Contract and Unexpired Lease List pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the EffectiveConfirmation Date shall be subject to approval by the Bankruptcy Court on or after the EffectiveConfirmation Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, and which has not been assigned to a third party before the Effective Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms (including as may be amended or modified prior to the Effective Date by agreement with the applicable counterparty and acceptable to the Agent), except as such terms are modified by the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption or rejection under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the rightmay, subject to the consent of the Agent,to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List and the Assumed Executory Contract and Unexpired Lease List at any time through and including the Confirmation Date. The Reorganized Debtors may assume any Executory Contract that is not listed on the Assumed Executory Contract and Unexpired Lease List at any time up to and including

Page 62

the Confirmation Date, and any such Executory Contract that is not assumed by such time shall be deemed rejected. B. Claims Based on Rejection of Executory Contracts or Unexpired Leases. Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed within thirty (30) days after the later of: (a) the Effective Date; and (b) the date of such rejection as established by a Final Order or pursuant to the Plan if later than the Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed within such time will be automatically Disallowed, forever barred from assertion, and shall not be enforceable against the Debtors, Reorganized Debtors, the Estates, the GUC Trust, the Agent Trust (if applicable), or their property without the need for any objection by the Debtors or the Reorganized Debtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as GUC Claims and shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in such Proof of Claim and Allowed in accordance with Article VII of the Plan. C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. Any Cure Claims under each Assumed Executory Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, or as soon as reasonably practicable thereafter, subject to the limitation described below, or on such other terms as the Debtors or Reorganized Debtors (as applicable) (with the consent of the Agent) and the other parties to such Executory Contracts or Unexpired Leases, and if applicable, the Purchaser, may otherwise agree. If an Equitization Restructuring or an Asset Sale Restructuring to an Agent Purchaser occurs, the Debtors shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. If an Asset Sale Restructuring to a Third Party Purchaser occurs, such Third Party Purchaser shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. In the event of a dispute regarding (a) the amount of any Cure Claim, (b) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (c) any other matter pertaining to assumption, payment of the Cure Claims required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption. Any objection by a counterparty of an Executory Contract or Unexpired Lease to a proposed assumption (including, for purposes of the Plan, assumption and assignment) of an Executory Contract or Unexpired Lease or the related Cure Claims (including as set forth on the Assumed Executory Contract or Unexpired Lease List) must be Filed, served, and actually received by the Debtors in accordance with the Disclosure Statement Order or other applicable Final Order of the Bankruptcy Court. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or Cure Claim will be deemed to have consented to such assumption and the proposed Cure Claim. For the avoidance of doubt, to the extent an Executory

Page 63

Contract or Unexpired Lease proposed to be assumed is not listed as having a related Cure Claim, any counterparty to such Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption will be deemed to have consented to such assumption and deemed to release any Claim or Cause of Action for any monetary defaults, including any Cure Claim, under such Executory Contract or Unexpired Lease. For the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, may, with the consent of the Agent, add any Executory Contract or Unexpired Lease initially proposed to be assumed to the Rejected Executory Contracts and Unexpired Lease List prior tothrough and including the EffectiveConfirmation Date for any reason, including if the Bankruptcy Court determines that the Allowed Cure Claim with respect to any Executory Contract or Unexpired Lease is greater than the amount set forth in the applicable cure notice, Assumed Executory Contract and Unexpired Lease List, or the Plan, in which case such Executory Contract or Unexpired Lease shall be deemed rejected as the Effective Date; provided, however, that for the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, may not add any Executory Contract or Unexpired Lease initially proposed to be assumed to the Rejected Executory Contract and Unexpired Lease List after the EffectiveConfirmation Date. Assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise and full satisfaction of any applicable Cure Claim shall result in the full release and satisfaction of any Claims, Cure Claims, or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any Assumed Executory Contract or Unexpired Lease at any time before the effective date of assumption. Any Proofs of Claim Filed with respect to an Assumed Executory Contract or Unexpired Lease shall be deemed Disallowed and expunged as of the Effective Date, without further notice to or action, order, or approval of the Bankruptcy Court. D. Effect of Rejection of Executory Contracts and Unexpired Leases. Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed by the Executory Contract or Unexpired Lease counterparty or counterparties to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases. E. Insurance Policies. Each of the Debtors’ Insurance Policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, and in the event of an Equitization Restructuring, on the Effective Date, (a) the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims and (b) such insurance policies and any agreements, documents, or instruments relating thereto shall revest in the Reorganized Debtors. F. Modifications, Amendments, Supplements, Restatements, or Other Agreements. Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the

Page 64

foregoing agreements have been previously rejected or repudiated or are rejected or repudiated under the Plan. Unless otherwise provided herein or in the applicable Executory Contract or Unexpired Lease (as may have been amended, modified, supplemented, or restated), modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith. G. Reservation of Rights. Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Assumed Executory Contract and Unexpired Lease List or the Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Debtors or the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to alter the treatment of such contract or lease. Except as explicitly provided in this Plan, nothing herein shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the Debtors or the Reorganized Debtors under any executory or non-executory contract or unexpired or expired lease. Nothing in this Plan will increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtors or the Reorganized Debtors, as applicable, under any executory or non-executory contract or unexpired or expired lease (absent express consent by the Debtors or Reorganized Debtors (as applicable) in writing, subject to the consent of the Agent). H. Nonoccurrence of Effective Date. In the event that the Effective Date does not occur with respect to a Debtor, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases with respect to such Debtor pursuant to section 365(d)(4) of the Bankruptcy Code, unless such deadline(s) have expired. I. Contracts and Leases Entered Into After the Petition Date. Contracts and leases entered into after the Petition Date by any Debtor, including any Assumed Executory Contracts or Unexpired Leases, will be performed by the applicable Debtor or the applicable Reorganized Debtor that is party thereto in the ordinary course of their business. Accordingly, any such contracts and leases (including any Assumed Executory Contracts or Unexpired Leases) that have not been rejected as of the date of the Confirmation Date shall survive and remain unaffected by entry of the Confirmation Order. J. Non-Reorganized Debtors. Notwithstanding anything to the contrary herein, this Article V shall not apply to Claims against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors.

Page 65

ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS A. Timing and Calculation of Amounts to Be Distributed. Unless otherwise provided in the Plan, on the Distribution Date (or if a Claim is not an Allowed Claim on the Distribution Date, on the date that such Claim or Interest becomes an Allowed Claim), each Holder of an Allowed Claim shall receive the full amount of the distributions that the Plan provides for such Allowed Claim in accordance with its priority and Allowed amount. No Holder of a Claim shall recover as a distribution under the Plan more than 100 percent of the Allowed amount of such Claim. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. To the extent any distributions made in accordance with the Plan are subject to disgorgement to the Reorganized Debtors or the GUC Trustee, as applicable, the Reorganized Debtors or the GUC Trustee, as applicable, shall effectuate the distribution of such disgorged distribution to the Holders of Allowed Claims entitled to such distributions in accordance with the Plan as soon as reasonably practicable. For the avoidance of doubt, to the extent disgorgement of a distribution made to a Holder of a Claim pursuant to the Plan is required, such Holder shall be required to disgorge any distribution but shall not be required to remit interest on such distribution. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. B. Delivery of Distributions and Undeliverable or Unclaimed Distributions. 1. Record Date for Distribution. On the Distribution Record Date, the Claims Register shall be closed and any party responsible for making distributions shall instead be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on such Distribution Record Date. 2. Delivery of Distributions. Except as otherwise provided herein, the Reorganized Debtors or the GUC Trustee, as applicable, shall be authorized to make distributions to Holders of Allowed Claims and Allowed Interests as of the Distribution Record Date. The manner of such distributions shall be determined at the discretion of the Reorganized Debtors and/or the GUC Trustee, as applicable, and the address for each Holder of an Allowed Claim or Allowed Interest shall be (a) the address set forth in the most recent Proof of Claim or Interest Filed by that Holder or (b) the address for such Holder as indicated on the Debtors’ records as of the date of any such distribution. 3. Minimum Distribution. No Cash payment of less than $50 shall be made to a Holder of an Allowed Claim on account of such Allowed Claim.

Page 66

4. Undeliverable Distributions and Unclaimed Property. In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Reorganized Debtors or the GUC Trustee, as applicable, have determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of ninety days from the date such distribution is returned as undeliverable. After such date, all unclaimed property or interests in property shall revert to the applicable Reorganized Debtor(s) or the GUC Trust, as applicable, automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and any claim of any Holder to such property shall be fully discharged, released, and forever barred. For the avoidance of doubt, neither the Reorganized Debtor nor the GUC Trustee, as applicable, and their respective agents and attorneys are under any duty to take any action to attempt to locate any Claim Holder. C. Special Rules for Distributions to Holders of Disputed Claims. Except as otherwise provided in the Plan, agreed to by the Reorganized Debtors or the GUC Trustee, as applicable, or set forth in an order of the Bankruptcy Court: (a) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until all such disputes in connection with such Disputed Claim have been resolved by settlement or Final Order; provided that if a portion of a Claim is not Disputed, the Reorganized Debtors or the GUC Trustee, as applicable, may make a partial distribution based on such portion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order or the Claims have been Allowed or Disallowed. Any distributions arising from property distributed to Holders of Allowed Claims, as applicable, in a Class and paid to such Holders under the Plan shall also be paid, in the applicable amounts, to any Holder of a Disputed Claim, as applicable, in such Class that becomes an Allowed Claim after the date or dates that such dividends or other distributions were earlier paid to Holders of Allowed Claims in such Class. D. Manner of Payment. Unless otherwise set forth herein, in the event an Equitization Restructuring occurs, all distributions of New Units under the Plan shall be made by the Debtors or the Reorganized Debtors. At the option of the Reorganized Debtors or the GUC Trustee, as applicable, any Cash payment to be made under the Plan may be made by check, ACH, or wire transfer or as otherwise required or provided in applicable agreements. If an Equitization Restructuring or an Asset Sale Restructuring to an Agent Purchaser occurs, the Debtors shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. If an Asset Sale Restructuring to a Third Party Purchaser occurs, such Third Party Purchaser shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. E. Exemption from Securities Act Registration Requirements. The offering, issuance, and distribution of the New Units shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance

Page 67

with, and pursuant to, section 1145 of the Bankruptcy Code. Such New Units will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. F. Compliance with Tax Requirements. In connection with the Plan, the Debtors, the Reorganized Debtors, and the GUC Trustee, as applicable, shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit with respect to distributions pursuant to the Plan. Notwithstanding any provision herein to the contrary, the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, shall be authorized to take all actions necessary to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, and establishing any other mechanisms they believe are reasonable and appropriate to comply with such requirements. The Debtors, the Reorganized Debtors, and the GUC Trustee, as applicable, reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances. The Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable may require a Holder of an Allowed Claim to complete and return an Internal Service Form W-8 or W-9, as applicable, and any other tax documentation. The GUC Trustee shall not be required to make distributions on any Allowed Claim if the holder thereof has not provided all tax documentation that in the GUC Trustee’s reasonable business judgment, is necessary to determine that all tax withholding and reporting requirements for such Allowed Claim. Other than with respect to the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, to the extent such documentation is not provided within forty-five (45) days of written request, the distribution on such Allowed Claim shall be deemed disallowed and expunged in their entirety and the funds shall become GUC Trust Assets or property of the Reorganized Debtors, as applicable, and redistributed to the other holders of Allowed Claims in accordance with the terms of this Plan. G. No Postpetition or Default Interest on Claims. Notwithstanding any documents that govern the Debtors’ prepetition funded indebtedness or Proofs of Claim to the contrary, and other than with respect to the DIP Facility Claims, the DIP Facility Loan Documents, the DIP Agent, the DIP Lenders, the Prepetition Lenders’ Claims, the Prepetition Loan Documents, the Prepetition Agent, and the Prepetition Lenders, (a) postpetition and/or default interest shall not accrue or be paid on any Claims and (b) no Holder of a Claim shall be entitled to: (i) interest accruing on or after the Petition Date on any such Claim; or (ii) interest at the contract default rate; provided that, except as otherwise set forth herein, the amount of any Secured Claim for purposes of this Plan shall be determined in accordance with the Bankruptcy Code, including without limitation sections 502(b)(6), 503(b), and 506. For the avoidance of doubt, other than with respect to the DIP Facility Claims, the DIP Facility Loan Documents, the DIP Agent, the DIP Lenders, the Prepetition Lenders’ Claims, the Prepetition Loan Documents, the Prepetition Agent, and the Prepetition Lenders, no interest shall accrue or be paid as a result of a delay, if any, between the Confirmation Date and the date a Holder of an Allowed Claim receives a distribution pursuant to the Plan. Additionally, and without limiting the foregoing, but other than with respect to the DIP Facility Claims, the DIP Facility Loan Documents, the DIP Agent, the DIP Lenders, the

Page 68

Prepetition Lenders’ Claims, the Prepetition Loan Documents, the Prepetition Agent, and the Prepetition Lenders, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim. H. Setoffs and Recoupment. The Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, may, but shall not be required to, set off against or recoup any payments or distributions to be made pursuant to the Plan in respect of any Claims of any nature whatsoever that the Debtors may have against the Holder of such Claim unless waived pursuant to the terms of this Plan, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors, the Reorganized Debtors, or the GUC Trustee, applicable, of any such right it may have against the Holder of such Claim or such Holder’s successors or designees. I. No Double Payment of Claims. To the extent that a Claim is Allowed against more than one Debtor’s Estate, there shall be only a single recovery on account of that Allowed Claim, but the Holder of an Allowed Claim (other than GUC Claims) against more than one Debtor may recover distributions from all co-obligor Debtors’ Estates until the Holder has received payment in full on the Allowed Claims. No Holder of an Allowed Claim shall be entitled to receive as a distribution under the Plan more than payment in full of its Allowed Claim, and each Claim shall be administered and treated in the manner provided by the Plan only until payment in full on that Allowed Claim. J. Claims Paid or Payable by Third Parties. 1. Claims Paid by Third Parties. Any Claim will be deemed reduced and/or Disallowed, as applicable, without a Claim objection having to be Filed by the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim (a) receives payment in part or in full (as applicable) on account of such Claim from a person or entity that is not a Debtor or Reorganized Debtor and (b) receives a written notice of such proposed reduction or disallowance from the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, in accordance with the provisions of this paragraph, and does not object in writing to the proposed reduction or disallowance set forth in such notice within twenty (21) days from service of such notice. To the extent a Holder of a Claim receives, on account of such Claim, both a distribution under the Plan and a payment from a person or entity that is not a Debtor or Reorganized Debtor on account of such Claim, the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, may serve a notice of such duplicative payment and such Holder must, within 21 days of receipt thereof, either (a) repay or return the distribution received under the Plan to the Reorganized Debtors or GUC Trust, as applicable, but only to the extent that the Holder of such Claim received payment on account of such Claim in an amount greater than the total amount that the holder of such Claim was owed on account of such Claim (for purposes of this provision, the total amount owed on account of such Claim shall be without regard to any limitations in the Bankruptcy Code and/or statutory cap, such as, for example, the cap provided for under section 502(b)(6) of the Bankruptcy Code), or (b) file and serve on the Reorganized Debtors or the GUC Trustee, as applicable an objection setting forth the basis upon which the Holder of such Claim should not be required to return the amounts set forth in the notice received by such Holder. The failure of such Holder of a Claim to either timely object or to timely repay or return such distribution received

Page 69

under the Plan shall result in the Holder owing the applicable Reorganized Debtor or GUC Trust annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the 21-day period specified above until the amount is repaid (or in the case of an objection to such notice, after 21-days from the date that the objection is resolved by agreement or final order). Notwithstanding anything herein to the contrary, this Section VI.I shall not limit, reduce, alter or otherwise modify in any way any obligations of any non-Debtor guarantor, including, without limitation, with respect to any guarantees or payment assurances arising under or relating to Executory Contracts and Unexpired Leases, whether or not rejected prior to the Confirmation Date. 2. Claims Payable by Third Parties. Except as otherwise provided for in the Plan, no distributions under the Plan shall be made on account of a Claim that is payable pursuant to one of the Debtors’ Insurance Policies until the Holder of such a Claim has exhausted all remedies with respect to such Insurance Policy. To the extent that one or more of the Debtors’ Insurers agrees to satisfy in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction or otherwise settled), then immediately upon such Insurers’ agreement, the applicable portion of such Claim may be Disallowed without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. 3. Applicability of Insurance Policies. Except as otherwise provided in the Plan, any distributions of insurance proceeds to Holders of Allowed Claims covered by Insurance Policies shall be in accordance with the provisions of any applicable Insurance Policy. Except as otherwise provided in the Plan, the Plan shall not otherwise constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including Insurers under any Insurance Policies, nor shall anything contained herein (a) constitute or be deemed a waiver by such Insurers of any rights or defenses, including coverage defenses, held by such Insurers, or (b) establish, determine, or otherwise imply any liability or obligation, including any coverage obligation, of any Insurer. K. Allocation of Distributions Between Principal and Interest. Other than with respect to the DIP Facility Claims and the Prepetition Lenders’ Claims, for distributions in respect of Allowed Claims, to the extent that any such Allowed Claim entitled to a distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such distribution shall be allocated to the principal amount (as determined for U.S. federal income tax purposes) of the Claim first, and then to accrued but unpaid interest. ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS A. Allowance of Claims. Except as otherwise set forth in the Plan, after the Effective Date, the Reorganized Debtors, and/or the GUC Trust, as applicable, shall have and retain any and all rights and defenses the applicable Debtor had with respect to any Claim immediately before the Effective Date. Except as specifically provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed in accordance with the Plan.

Page 70

B. Claims Administration Responsibilities. After the Effective Date, (a) if an Equitization Restructuring occurs, the Reorganized Debtors, subject to the consent of the Agent, shall have the sole authority to File, withdraw, or litigate to judgment, objections to all Claims other than GUC Claims, Convenience Class Claims, and the Panterra Claims, and the GUC Trustee shall have the sole authority to File, withdraw, or litigate to judgment, objections to all GUC Claims, Convenience Class Claims, and the Panterra Claims; and (b) if an Asset Sale Restructuring occurs, the Agent Trust, subject to the consent of the Agent, shall have the sole authority to File, withdraw, or litigate to judgment, objections to all Claims other than GUC Claims, Convenience Class Claims, and the Panterra Claims, and the GUC Trustee shall have the sole authority to File, withdraw, or litigate to judgment, objections to all GUC Claims, Convenience Class Claims, and the Panterra Claims. The applicable Reorganized Debtor(s), and the GUC Trustee, shall have the authority to settle or compromise any applicable Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and the applicable Reorganized Debtor(s) and/or the GUC Trustee shall have the authority to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. C. Adjustment to Claims Without Objection. Any Claim or Interest that has been paid, or satisfied, or any Claim or Interest that has been amended, or superseded, cancelled, or otherwise expunged (including pursuant to the Plan) may be adjusted or expunged on the Claims Register at the direction of the Reorganized Debtors or the GUC Trustee, as applicable, without the Reorganized Debtors or the GUC Trustee having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest and without any further notice to or action, order, or approval of the Bankruptcy Court. Additionally, any Claim or Interest that is duplicative or redundant with another Claim or Interest against the same Debtor may be adjusted or expunged on the Claims Register at the direction of the Reorganized Debtors or the GUC Trustee, as applicable, without the Reorganized Debtors or the GUC Trustee, as applicable, having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. D. Time to File Objections to Claims or Interests. Any objections or challenges to Claims or Interests shall be Filed on or before the applicable Claims Objection Deadline. E. Estimation of Claims. Before or after the Effective Date, the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction under 28 U.S.C. § 1334 to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection. Notwithstanding any provision to the contrary in the Plan, a Claim that has been Disallowed or expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated

Page 71

Claim, that estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor or GUC Trustee may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim. F. Disputed and Contingent Claims Reserve. On or after the Effective Date, the Debtors, the Reorganized Debtors, and the GUC Trustee, as applicable, may establish one or more reserves for Claims that are contingent or have not yet been Allowed, in an amount or amounts as reasonably determined by the applicable Debtors, Reorganized Debtors, or, the GUC Trustee, as applicable, consistent with the Proof of Claim Filed by the applicable Holder of such Disputed Claim. Any assets held in any such reserve shall be subject to the tax rules that apply to a “disputed ownership fund” under Treasury Regulation section 1.468B-9 (which will be taxable as a “qualified settlement fund” if all of the assets of such reserve consist of passive assets for tax purposes). As such, such assets will be subject to entity-level taxation, and the Debtors and Reorganized Debtors shall be required to comply with the relevant rules. G. Disallowance of Claims. Any Claims held by Entities from which the Bankruptcy Court has determined that property is recoverable under section 542, 543, 547, 548, 549, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer that the Bankruptcy Court has determined is avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and the full amount of such obligation to the Debtors has been paid or turned over in full. Except as provided herein or otherwise agreed to by the Reorganized Debtors or the GUC Trust, as applicable, in their sole discretion, any and all Proofs of Claim Filed after the Bar Date shall be deemed Disallowed as of the Effective Date without any further notice to or action, order, or approval of the Bankruptcy Court, and Holders of such Claims may not receive any distributions on account of such Claims, unless on or before the Confirmation Hearing such late Claim has been deemed timely Filed by a Final Order. G. Amendments to Proofs of Claim. On or after the Effective Date, a Proof of Claim or Interest may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Reorganized Debtors or the GUC Trust, as applicable, and any such new or amended Proof of Claim or Interest Filed that is not so authorized before it is Filed shall be deemed Disallowed in full without any further action. H. Reimbursement or Contribution. If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever Disallowed notwithstanding section 502(j) of the Bankruptcy Code, unless before the Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant Holder of a Claim has Filed a non-

Page 72

contingent Proof of Claim on account of such Claim and a Final Order has been entered before the Confirmation Date determining such Claim as no longer contingent. I. No Distributions Pending Allowance. Except as otherwise set forth herein, if an objection to a Claim or portion thereof is Filed as set forth in Article VII.C of the Plan, no payment or distribution provided under the Plan shall be made on account of such Disputed Claim or portion thereof unless and until such Disputed Claim becomes an Allowed Claim. K. Distributions After Allowance. To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions (if any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. As soon as reasonably practicable after the date a Disputed Claim becomes Allowed, the Reorganized Debtors shall provide to the Holder of such Claim the distribution (if any) to which such Holder is entitled under the Plan, as of the Effective Date, without any interest, dividends, or accruals to be paid on account of such Claim unless required under such order or judgment of the Bankruptcy Court. ARTICLE VIII. RELEASE, INJUNCTION, EXCULPATION, AND RELATED PROVISIONS A. Discharge of Claims and Termination of Interests. 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, 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 Claims (including any Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors, if applicable), 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, Liens 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, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors before the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or 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. B. Release of Liens. Except as otherwise specifically provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date,

Page 73

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 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. C. Releases by the Debtors. Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates, from any and all claims and Causes of Action whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), the Reorganized Debtors (including the formation thereof, if applicable), the Debtors’ prepetition activities (including any intercompany transactions), the DIP Order (and any payments or transfers in connection therewith), the New Organizational Documents, the Exit Facility, any preference or avoidance claims pursuant to sections 544, 547, 548, or 549 of the Bankruptcy Code, the settlements and/or treatment of Claims and Interests contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan (including the Exit Facility Loan Documents). Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the releases described herein are: (1) in exchange for the good and valuable consideration provided by or on behalf of the Released Parties; (2) a good faith settlement and compromise of the Claims and Interests released herein; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting

Page 74

any claim or Cause of Action released pursuant to the releases described herein or asserting (directly or indirectly) or trading any claim or Cause of Action released pursuant to the releases described herein against any Released Party at any time. Notwithstanding anything to the contrary in the foregoing, the releases set forth in this Article VIII.C: (i) do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan; (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan; and (iii) do not release any Panterra Claims. D. Releases by Holders of Claims and Interests. As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party is deemed to have released and discharged each Released Party from any and all claims and Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out

Page 75

Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. E. Mutual Releases by Agent Released Parties and Schultz Parties. Notwithstanding anything to the contrary herein, it shall be a condition to the effectiveness of this Article VIII.E that each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent), and this Article VIII.E shall have no force or effect unless such condition is satisfied or waived by the Agent prior to the Effective Date. Subject to the satisfaction or waiver of the conditions set forth above, as of the Effective Date, except to enforce distributions under the Plan, (a) each Agent Released Party is deemed to have released and discharged each Schultz Party, and (b) each Schultz Party is deemed to have released and discharged each Agent Released Party, from any and all claims and Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Agent Released Party or Schultz Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement,

Page 76

the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Agent Released Parties and the Schultz Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Agent Released Parties or the Schultz Parties asserting any claim or Cause of Action released pursuant to the releases described herein. F. Exculpation. Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for claims related to any act or omission that is determined in a final order to have constituted actual fraud, willful misconduct, or gross negligence. The Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to

Page 77

the contrary in the foregoing, the exculpation set forth above does not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan (including the Exit Facility Loan Documents). G. Injunction. 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, Article VIII.C, Article VIII.D, or Article VIII.E of the Plan (if applicable), or are discharged pursuant to Article VIII.A of the Plan, or are subject to exculpation pursuant to Article VIII.F 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, the GUC Trust, the Agent Trust (if applicable), the GUC Trust Assets, the Agent Trust Assets (if applicable), the GUC Trustee, the Agent Trustee (if applicable), 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; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action unless such Entity has timely asserted such setoff right in a document Filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; (5) asserting any claim relating to or arising from the Asset Sale Restructuring; 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. H. Protections Against Discriminatory Treatment. Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew or grant (or authorize the transfer of) a license, permit, charter, franchise, Liquor License, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have been associated, solely because each Debtor has been a debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases. No Entity, including Governmental Units, shall deny, suspend, condition, or refuse to permit a Reorganized Debtor from operating notwithstanding that a Claim has not been paid. H. Recoupment.

Page 78

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim against any claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or Proof of Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment. J. Binding Effect. On the Effective Date, except as otherwise provided herein to the contrary, and effective as of the Effective Date, the Plan will bind, and will be deemed binding upon, all Holders of Claims against and Interests in the Debtors, and such Holder’s respective successors and assigns, to the maximum extent permissible by law, notwithstanding whether or not such Holder (1) will receive any property or interest in property under the Plan, or (2) has filed a Proof of Claim or Interest in the Chapter 11 Cases, or (3) failed to vote to accept or reject the Plan or affirmatively voted to reject the Plan.] ARTICLE IX. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE A. Conditions Precedent to the Effective Date It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B of the Plan; provided, however, that a Debtor’s Plan may, at the Agent’s direction, become effective prior to another Debtor’s Plan upon satisfaction or waiver of the following conditions with respect to such Plan: 1. the Confirmation Order shall have become a Final Order; 2. the Plan and the applicable documents included in the Plan Supplement, including any exhibits, schedules, documents, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but before the Effective Date, shall have been filed and be in form and substance acceptable to the Agent; 3. each Debtor identified by the Agent as being required to hold a valid Liquor License upon effectiveness of the Plan shall have obtained a valid Liquor License; 4. the New Organizational Documents with respect to the Reorganized Debtors shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to any post-closing execution and delivery requirements provided for therein, and shall be in form and substance acceptable to the Agent; 5. if applicable, the Purchaser shall have deposited the Purchase Price into the Sale Proceeds Account; 6. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and the Restructuring Transactions, and shall have executed and delivered all documents related thereto; 7. the GUC Trust Agreement shall have been fully executed, and the GUC Trust Assets shall have been transferred to the GUC Trust;

Page 79

8. the Agent Trust Agreement shall have been fully executed (if applicable), and the Agent Trust Assets shall have been transferred to the Agent Trust; 9. all Restructuring Expenses shall have been indefeasibly paid in Cash in full; and 10. all Allowed Professional Fee Claims approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee Claims by the Bankruptcy Court. B. Waiver of Conditions. The conditions to Confirmation and Consummation set forth in this Article IX may be waived by the Agent or the Debtors and/or Reorganized Debtors with the prior written consent of the Agent, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan. C. Substantial Consummation. “Substantial Consummation” of the Plan, as defined in 11 U.S.C. § 1101(2), with respect to any of the Debtors, shall be deemed to occur on the Effective Date with respect to such Debtor. D. Effect of Failure of Conditions. If the Effective Date does not occur with respect to any of the Debtors, the Plan shall be null and void in all respects with respect to such Debtor, and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims by or Claims against or Interests in such Debtors; (2) prejudice in any manner the rights of such Debtors, any Holders of a Claim or Interest, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by such Debtors, any Holders, or any other Entity in any respect. ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN A. Modification and Amendments. Subject to the limitations contained in the Plan, and on prior notice to and with the consent of the Agent, the Debtors reserve the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors expressly reserve their rights, subject to the consent of the Agent, to alter, amend, or modify materially the Plan, one or more times, after Confirmation, and, to the extent necessary, subject to the consent of the Agent, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. B. Effect of Confirmation on Modifications.

Page 80

Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or re-solicitation under Bankruptcy Rule 3019. C. Revocation or Withdrawal of Plan. Subject to the consent of the Agent, the Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date. If the Debtors revoke or withdraw the Plan, or if Confirmation and Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effectuated by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) prejudice in any manner the rights of the Debtors or any other Entity, including the Holders of Claims; or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity. ARTICLE XI. RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain 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 to the extent provided under applicable law, including jurisdiction to: 1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or Unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or Unsecured status, priority, amount, or Allowance of Claims or Interests; 2. decide and resolve all matters related to the granting and denying, in whole or in part, of any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan; 3. resolve any matters related to: (a) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Cure Claims pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to Article V of the Plan, the Rejected Executory Contracts and Unexpired Lease List, or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired; 4. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date; 5. adjudicate, decide, or resolve any and all matters related to the Causes of Action enumerated in the Schedule of Retained Causes of Action;

Page 81

6. adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code; 7. enter and implement such orders as may be necessary to execute, implement, or consummate the Plan, Confirmation Order, any other order or ruling of the Bankruptcy Court, and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement, including injunctions or other actions as may be necessary to restrain interference by an Entity with Consummation, implementation, or enforcement of the Plan; 8. enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code; 9. adjudicate, decide, or resolve any and all matters related to the Restructuring Transactions or the Plan; 10. resolve any cases, controversies, suits, disputes, Causes of Action, or any other matters that may arise in connection with the Consummation, interpretation, or enforcement of the Plan, the Disclosure Statement, the Confirmation Order, the Restructuring Transactions, or any Entity’s obligations incurred in connection with the foregoing, including disputes arising under agreements, documents, or instruments executed in connection with the Plan, the Disclosure Statement, the Confirmation Order, or the Restructuring Transactions; 11. resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunctions, and other provisions contained in Article VIII of the Plan and enter such orders as may be necessary to implement such releases, injunctions, and other provisions; 12. resolve any cases, controversies, suits, disputes, or Causes of Action relating to the distribution or the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim for amounts not timely repaid pursuant to Article VI.J.1 of the Plan; 13. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by or assess damages against any Entity with regard to Consummation or enforcement of the Plan or the Restructuring Transactions; 14. enter and implement such orders as are necessary if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated; 15. enter an order or decree concluding or closing the Chapter 11 Cases; 16. adjudicate any and all disputes arising from or relating to distributions under the Plan or any of the transactions contemplated therein; 17. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order; 18. determine requests for the payment of Claims and Interests entitled to priority pursuant to section 507 of the Bankruptcy Code; 19. hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code, including any request made under section 505 of the Bankruptcy Code for the expedited determination of any unpaid liability of a Debtor for

Page 82

any tax incurred during the administration of the Chapter 11 Cases, including any tax liability arising from or relating to the Restructuring Transactions, for tax periods ending after the Petition Date and through the closing of the Chapter 11 Cases; 20. hear and determine all disputes involving the existence, nature, or scope of the release provisions set forth in the Plan, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee benefit program, regardless of whether such termination occurred before or after the Effective Date; 21. hear and determine all disputes involving the obligations or terms of the GUC Trust Agreement and the Agent Trust Agreement; 22. except as otherwise limited herein, recover all assets of the Debtors and property of the Estates, wherever located 23. enforce all orders previously entered by the Bankruptcy Court and resolve any issues not enumerated above related to any matters adjudicated in the Chapter 11 Cases; and 24. hear any other matter not inconsistent with the Bankruptcy Code. Notwithstanding the foregoing, the Bankruptcy Court shall retain non-exclusive jurisdiction to adjudicate, decide, or resolve any and all matters related to objections to Claims. As of the Effective Date, notwithstanding anything in this Article XII to the contrary, the Exit Facility shall be governed by the jurisdictional provisions set forth in the Exit Facility Loan Documents and the Bankruptcy Court shall not retain any jurisdiction with respect thereto. ARTICLE XII. MISCELLANEOUS PROVISIONS A. Immediate Binding Effect. Subject to Article I.B of the Plan, and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan shall be immediately effective and enforceable and deemed binding upon, as applicable, the Debtors, the Reorganized Debtors, the Purchaser, any and all Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims and debts shall be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted on the Plan. B. Additional Documents. On or before the Effective Date, subject to the consent of the Agent, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or advisable to effectuate and further evidence the terms and conditions of the Plan. The Debtors, the Reorganized Debtors, and all Holders of Claims and Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or

Page 83

documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan. C. Dissolution of the Committee. On the Effective Date, the Committee shall dissolve and all members, employees, or agents thereof shall be released and discharged from all rights and duties arising from or related to the Chapter 11 Cases; provided that the Committee shall be deemed to remain in existence solely with respect to, and shall not be heard on any issue except, applications filed by the Professionals pursuant to sections 330 and 331 of the Bankruptcy Code. From and after the Effective Date, neither the Debtors, nor the Reorganized Debtors, nor their respective estates shall be responsible for paying any fees or expenses incurred after the Effective Date by the members of or advisors to the Committee; provided, that notwithstanding the foregoing, the Debtors or Reorganized Debtors, as applicable, shall pay any Allowed fees and expenses incurred by the Committee’s Professionals in preparing and prosecuting their final application for approval of Professional Fee Claims in accordance with the procedures set forth in Article II.A.2 as soon as reasonably practicable after such fees and expenses are Allowed. D. Payment of Statutory Fees. All fees payable pursuant to section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code that are due and payable by Debtors who will be Reorganized Debtors as of the Effective Date will be paid by the Debtors on the Effective Date. In the event an Equitization Restructuring occurs, all such fees due and payable after the Effective Date shall be paid by the Reorganized Debtors to the extent a Debtor’s Chapter 11 Case remains open for purposes other than with respect to administering the GUC Trust Assets and shall be paid by the GUC Trust to the extent such Debtor’s Chapter 11 Case remains open for purposes of administering the GUC Trust Assets. The GUC Trustee shall File with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee, until the earliest of the date on which the Chapter 11 Cases are converted, dismissed, or closed. In the event an Asset Sale Restructuring occurs, all such fees due and payable after the Effective Date shall be paid by the Agent Trustee to the extent a Debtor’s Chapter 11 Case remains open for purposes relating to administering the Agent Trust Assets and shall be paid by the GUC Trust to the extent such a Debtor’s Chapter 11 Case remains open for purposes relating to administering the GUC Trust Assets. The GUC Trustee and/or Agent Trustee, as applicable, shall File with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee, until the earliest of the date on which the applicable Chapter 11 Cases are converted, dismissed, or closed. E. Reservation of Rights. Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court enters the Confirmation Order. None of the Filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor, or any other Entity with respect to the Holders of Claims or Interests prior to the Effective Date. F. Successors and Assigns.

Page 84

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor, assign, Affiliate, officer, director, manager, agent, representative, attorney, beneficiaries, or guardian, if any, of each Entity. G. Notices. All notices, requests, and demands to or upon the Debtors to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: if to the Debtors, to: Studio Movie Grill Holdings, LLC 13933 N. Central Expy Dallas, Texas 75243 Attention: William Snyder, CRO with copies (which shall not constitute notice) to: Law Offices of Frank J. Wright, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Attention: Frank J. Wright Email: frank@fjwright.law if to the Agent, to: Goldman Sachs Specialty Lending Group, L.P. GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Agent 2001 Ross Avenue, Suite 1800 Dallas, Texas 75201 Attention: Studio Movie Grill Holdings, LLC Account Manager With a copy to (which shall not constitute notice): William L. Wallander, Esq. and Bradley R. Foxman, Esq. Vinson & Elkins LLP, 2001 Ross Ave., Suite 3900 Dallas, TX 75201 After the Effective Date, the Reorganized Debtors shall have the authority to send a notice to Entities that request to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must File a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests. H. Term of Injunctions or Stays.

Page 85

Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms. I. Entire Agreement. Except as otherwise indicated, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan. J. Exhibits. All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Debtors’ restructuring website at www.donlinrecano.com/Clients/smgh. K. Nonseverability of Plan Provisions. If, before Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then, subject to the consent of the Agent, be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan shall, subject to the consent of the Agent, remain in full force and effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as applicable, as it may have been, subject to the consent of the Agent, altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the consent of the Debtors and/or the Reorganized Debtors (subject to the consent of the Agent); and (3) nonseverable and mutually dependent. L. Votes Solicited in Good Faith. Upon entry of the Confirmation Order, the Debtors shall be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors, the DIP Lenders, the DIP Agent, the Prepetition Lenders, the Prepetition Agent, and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, managers, employees, advisors, and attorneys shall be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold under the Plan and any previous plan, and, therefore, neither any of such parties or individuals or the Reorganized Debtors shall have any liability for the violation of any applicable law (including the Securities Act), rule, or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous plan.

Page 86

[Remainder of page intentionally left blank.]

Page 87

Submitted on this 11th5th day of February March 2021. STUDIO MOVIE GRILL HOLDINGS, LLC MOVIE GRILL CONCEPTS XXXV, LLC OHAM HOLDINGS, LLC MOVIE GRILL CONCEPTS XXXVI, LLC MOVIE GRILL CONCEPTS VII, LLC MOVIE GRILL CONCEPTS XXXVII, LLC MOVIE GRILL CONCEPTS IX, LLC MOVIE GRILL CONCEPTS XXXVIII, LLC MOVIE GRILL CONCEPTS X, LLC MOVIE GRILL CONCEPTS XXXIX, LLC MOVIE GRILL CONCEPTS XI, LLC MOVIE GRILL CONCEPTS XL, LLC MOVIE GRILL CONCEPTS XII, LLC MOVIE GRILL CONCEPTS XLI, LLC MOVIE GRILL CONCEPTS XIII, LLC MOVIE GRILL CONCEPTS XLII, LLC MOVIE GRILL CONCEPTS XIV, LLC MOVIE GRILL CONCEPTS XLIII, LLC MOVIE GRILL CONCEPTS XV, LLC MOVIE GRILL CONCEPTS XLIV, LLC MOVIE GRILL CONCEPTS XVI, LLC MOVIE GRILL CONCEPTS XLV, LLC MOVIE GRILL CONCEPTS XVII, LLC MOVIE GRILL CONCEPTS XLVI, LLC MOVIE GRILL CONCEPTS XVIII, LLC MOVIE GRILL CONCEPTS XLVII, LLC MOVIE GRILL CONCEPTS XIX, LLC MOVIE GRILL CONCEPTS XLVIII, LLC MOVIE GRILL CONCEPTS XX, LLC MOVIE GRILL CONCEPTS XLIX, LLC MOVIE GRILL CONCEPTS XXI, LLC MOVIE GRILL CONCEPTS L, LLC MOVIE GRILL CONCEPTS XXII, LLC MOVIE GRILL CONCEPTS LI, LLC MOVIE GRILL CONCEPTS XXIII, LLC MOVIE GRILL CONCEPTS LII, LLC MOVIE GRILL CONCEPTS XXIV, LLC MOVIE GRILL CONCEPTS LIII, LLC MOVIE GRILL CONCEPTS XXV, LLC MOVIE GRILL CONCEPTS LIV, LLC MOVIE GRILL CONCEPTS XXVI, LLC MOVIE GRILL CONCEPTS LV, LLC MOVIE GRILL CONCEPTS XXVII, LLC MOVIE GRILL CONCEPTS TRADEMARK MOVIE GRILL CONCEPTS XXVIII, LLC HOLDINGS, LLC MOVIE GRILL CONCEPTS XXIX, LLC MOVIE GRILL PARTNERS 3, LLC MOVIE GRILL CONCEPTS XXX, LLC MOVIE GRILL PARTNERS 4, LLC MOVIE GRILL CONCEPTS XXXI, LLC MOVIE GRILL PARTNERS 6, LLC MOVIE GRILL CONCEPTS XXXII, LLC MGC MANAGEMENT I, LLC MOVIE GRILL CONCEPTS XXXIII, LLC MOVIE GRILL CONCEPTS XXXIV, LLC By: /s/ William Snyder___________________ By: /s/ William Snyder___________________ Name: William Snyder Name: William Snyder Title: CRO Title: CRO

Page 88

MOVIE GRILL CONCEPTS I, LTD. By: MGC MANAGEMENT I, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS III, LTD. By: Movie Grill Partners 3, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS IV, LTD. By: Movie Grill Partners 4, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS VI, LTD. By: Movie Grill Partners 6, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO

Page 89

STUDIO CLUB, LLC By: /s/ William Snyder Name: William Snyder Title: CRO STUDIO CLUB 4, LLC By: /s/ William Snyder Name: William Snyder Title: CRO LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Frank J. Wright Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 2323 Ross Ave. | Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law ATTORNEYS FOR DEBTORS AND DEBTORS-IN-POSSESSION