Case MFW Doc 341 Filed 10/24/18 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 41 Filed 1/4/18 Page 1 of 7 I THE UITED STATES BAKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: RM Holdco LLC, et al. 1 Debtors. Chapter 11 Case o (MFW) (Jointly Administered) Objection Deadline: ovember 5, 18 at 4: p.m. (ET) OTICE OF FILIG OF DECLARATIO OF DISITERESTEDESS BY ORDIARY COURSE PROFESSIOAL STOE DEA LLP PLEASE TAKE OTICE that, in accordance with the procedures set forth in the Order, Pursuant to Sections 15(a), 7, 8, and of the Bankruptcy Code, Authorizing the Debtors to Retain and Compensate Certain Professionals Utilized in the Ordinary Course of Business [D.I. 157] (the OCP Order ), the above-captioned debtors and debtors in possession (collectively, the Debtors ) hereby file the Declaration of Disinterestedness of Stone Dean LLP (the Ordinary Course Professional ) attached hereto as Exhibit A. PLEASE TAKE FURTHER OTICE that objections to the retention of the Ordinary Course Professional, if any, must be filed in accordance with the OCP Order on or before ovember 5, 18 at 4: p.m. (ET) (the Objection Deadline ) with the United States Bankruptcy Court for the District of Delaware, 84. Market Street, rd Floor, Wilmington, Delaware At the same time, you must also serve a copy of any objection upon the 1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtor s federal tax identification number, are as follows: RM Holdco LLC (6847); RM Opco LLC (71); RM HQ LLC (8615); RM Chevys LLC (/A); RM Acapulco LLC (/A). The Debtors headquarters and mailing address is 566 Katella Avenue, Suite, Cypress, CA 96. The Debtors operate restaurants under the following names: (1) El Torito Cantina Autentica; () Chevys Fresh Mex; () Acapulco Restaurant y Cantina; (4) El Torito Grill Mexican Revolution; (5) Sinigual Contemporary Mexican Cuisine; (6) Las Brisas; and (7) Who Song and Larry s. A declaration of disinterestedness was filed by Stone Dean LLP on September 4, 18 [D.I. 59]. However, out of an abundance of caution, the Debtors hereby file this otice to establish an objection deadline consistent with the OCP Order.

2 Case MFW Doc 41 Filed 1/4/18 Page of 7 Ordinary Course Professional and (i) the Debtors, 566 Katella Avenue, Suite, Cypress, California 96, Attn: Jonathan Tibus; (ii) co-counsel for the Debtors, (a) Sidley Austin LLP, 555 West 5th Street, Suite 4, Los Angeles, California, 91, Attn: Christina M. Craige and (b) Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1 orth King Street, Wilmington, Delaware 1981, Attn: Robert S. Brady and Edmon L. Morton; (iii) counsel for Wells Fargo Bank, ational Association as agent to the proposed DIP Lenders and Prepetition Secured Lenders, Thompson Hine LLP, 5 Madison Avenue, 1th Floor, ew York, ew York , Attn: Yesenia D. Batista and Curtis L. Tuggle; (iv) co-counsel for Z Capital Group, LLC, (a) Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, ew York, ew York 16, Attn: James L. Bromley and Kara A. Hailey and (b) Morris, ichols, Arsht & Tunnell LLP, 11. Market St., Wilmington, Delaware 1981, Attn: Derek C. Abbott; (v) co-counsel to Tennenbaum Capital Partners, LLC, (a) Schulte Roth & Zabel LLP, 919 Third Avenue, ew York, ew York 1, Attn: David M. Hillman and Kelly V. Knight, and (b) Landis, Roth & Cobb, LLP, 919 Market Street, Wilmington, Delaware 1981, Attn: Adam G. Landis and Kerri K. Mumford; (vi) counsel to any Committee appointed in the Chapter 11 Cases; and (vii) the U.S. Trustee, Attn: Benjamin A. Hackman, so as to be actually received on or before the Objection Deadline. PLEASE TAKE FURTHER OTICE that, if no objections are filed in accordance with this otice, the Ordinary Course Professional shall be deemed to be an Ordinary Course Professional within the purview of the OCP Order without the necessity of a hearing or further notice, at which time the Debtors shall be authorized to compensate the Ordinary Course Professional consistent with the terms of the OCP Order.

3 Case MFW Doc 41 Filed 1/4/18 Page of 7 Dated: October 4, 18 Wilmington, Delaware SIDLEY AUSTI LLP Christina M. Craige Ariella Thal Simonds 555 West Fifth Street, Suite 4 Los Angeles, California 91 Telephone: (1) Facsimile: (1) and- YOUG COAWAY STARGATT & TAYLOR, LLP /s/ Betsy L. Feldman Robert S. Brady (o. 847) Edmon L. Morton (o. 856) Andrew L. Magaziner (o. 546) Elizabeth S. Justison (o. 5911) Betsy L. Feldman (o. 641) Rodney Square 1 orth King Street Wilmington, Delaware 1981 Telephone: () Facsimile: () ATTOREYS FOR THE DEBTORS AD DEBTORS I POSSESSIO

4 Case MFW Doc 41 Filed 1/4/18 Page 4 of 7 EXHIBIT A

5 Case MFW Doc 41 Filed 1/4/18 Page 5 of Greg S. Miller, Esq., S.B. #18188 gmil ler@stonedeanlaw.com STOE ~ DEA LLP 16 Oxnard Street, Upper Lobby Suite Woodland Hills, California 9167 Tel: (818) 999- Fax: (818) Attorneys for RM EI Torito, LLC I THE UITED STATES BAKRUPTCY COURT w ~ ~ a ~M J ~ m J m a m Z Oo a~ll W w~ ~ a ~ v. W J W ~_ Q ~Qo zo o~ In re: RM Holdco LLC, et al.' Debtors. Chapter 11 Case o (MFW) (Jointly Administered) DECLARATIO OF DISITERESTEDESS BY ATTOREY USED I THE ORDIARY COURSE OF BUSIESS I, Gregory S. Miller, declare under penalty of perjury: 1. I am a Senior Attorney of Stone Dean LLP, located at 16 Oxnard Street, Suite, Woodland Hills, CA 9167 (the "Firm"). RM Holdco LLC and its affiliates, as debtors and debtors in possession (collectively, the "Debtors"), have requested that the Firm provide legal services to the Debtors, including defending Debtors in at issue, ongoing personal injury/premises liability cases, and the Firm has consented to provide such services.. The Firm may have performed legal services in the past, may currently The Debtors in these chapter 11 cases, together with the last four digits of each Debtor's federal tax identification number, are as follows: RM Holdco LLC (6847); RM Opco LLC (71): RM HQ LLC (8615); RM Chevys LLC (/A); RM Acapulco LLC (/A). The Debtors' headquarters and mailing address is 566 Katelia Avenue. Suite, Cypress, CA 96. The Debtors operate restaurants under the following names: (1) EI Torito Cantina Autentica; () Chevys Fresh Mex; () Acapulco Restaurant y Cantina: (4) EI Torito Grill Mexican Revolution: (5) Sinigual Contemporary Mexican Cuisine; (6) Las Brisas; and (7) Who Song and Larry's. DECLARATIO OF DISITERESTEDESS BY ATTOREY USED I THE ORDIARY COURSE OF BUSIESS

6 Case MFW Doc 41 Filed 1/4/18 Page 6 of perform legal services, and may perform legal services in the future, in matters unrelated to the above-captioned chapter 11 cases (collectively, the "Chapter 11 Cases") for persons that are parties in interest in the Chapter 11 Cases. The Firm does not perform legal services for any such person in connection with the Chapter 11 Cases or have any relationship with any such person, their attorneys, or accountants that would be adverse to the Debtors or their estates. 4. The Firm has provided services to the Debtors prior to the commencement ~ of the Chapter 11 Cases. 5. As part of its customary practice, the Firm is retained in cases, proceedings, ~ and transactions involving many different parties, some of whom may represent or be 11 W ~~ 1 aim J ~ m gy m mz 1 z o~ ate W a~ ~ ~ a U ~4', ~' W J W w~ _ 15 mo o Q 16 Hao X 17 o~ employed by the Debtors, claimants, and parties in interest in the Chapter 11 Cases. 6. either I nor any principal, partner, director, officer, or professional ~ employed by, the Firm has agreed to share or will share any portion of the compensation to be received from the Debtors with any other person other than the principal and regular employees of the Firm. 7. either I nor any principal, partner, director, officer, or professional employed by, the Firm, insofar as I have been able to ascertain, holds or represents any interest adverse to the Debtors or their estates with respect to the matters) upon which the Firm is to be employed The Debtors owe the Firm $4,5.8 for prepetition services, the payment ~ of which is subject to limitations contained in title 11 of the United States Code. 9. As of August 5, 18, the Firm was not party to an agreement for indemnification with certain of the Debtors. 1. The Firm is conducting further inquiries regarding its retention by any ~ creditors of the Debtors and, upon the conclusion of such inquiry, or at any time during the period of its employment, if the Firm should discover any facts bearing on the matters described herein, the Firm will supplement the information contained in this Declaration. DECLARATIO OF DISITERESTEDESS BY ATTOREY USED I THE ORDIARY COURSE OF BUSIESS

7 Case MFW Doc 41 Filed 1/4/18 Page 7 of 7 1 // Pursuant to 8 U.S.C. 1746, 1 declare under penalty of perjury that the foregoing is true 4 5, DATED: ~~ ~' ~ ". ~ ~, ii '~' +~' rega~'y S. Miller, Esq. W H a ~M ~~ J ~ m J m a Z Oo Q d' LL W w~ ~ a ~v W J W ~_ Oo hq Hao zo o~ DECLARATIO OF DISITERESTEDESS BY ATTOREY USED I THE ORDIARY COURSE OF BUSIESS