FAT Brands - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• FAT Brands Royalty I, LLC, FAT Brands Fazoli's Native I, LLC, and FAT Brands GFG Royalty I, LLC, as FBG DIP Borrowers
• Twin Hospitality I, LLC, as Twin DIP Borrower (together with the FBG DIP Borrowers, the DIP Borrowers)
• FAT Brands Inc. (the FBG Manager) and each existing and future, direct or indirect, domestic, wholly-owned subsidiary of any of the FBG DIP Borrowers that are Debtors in the Chapter 11 Cases, as FBG DIP Guarantors
• Twin Hospitality Group Inc. (the Twin Manager), the FBG Manager, and each existing and future, direct or indirect, domestic, wholly-owned subsidiary of the Twin DIP Borrower that is a Debtor in the Chapter 11 Cases, as Twin DIP Guarantors
• The FBG DIP Guarantors and Twin DIP Guarantors shall unconditionally, on a joint and several basis, guarantee the FBG DIP Facility and Twin DIP Facility, respectively
• For the avoidance of doubt, the Debtors other than the DIP Borrowers and the DIP Guarantors are not DIP Loan Parties, including FB Resid Holdings I, LLC and Seeds of Compassion Fund, Inc.

Agent / Lender(s)

• UMB Bank, N.A., as administrative agent and collateral agent for both the FBG DIP Facility and the Twin DIP Facility (the DIP Agent)
• FBG Prepetition Noteholders (to the extent they hold Class A-2 notes or Class B notes, excluding Class B notes under the FZ Prepetition Indenture) that participate, as FBG DIP Lenders
• Twin Prepetition Noteholders (to the extent they hold Class A-2-I notes, Class A-2-II notes, or Class B notes) that participate, as Twin DIP Lenders

DIP Commitments

• $307.6 million senior secured superpriority non-amortizing multiple draw term loan credit facility, consisting of:
  • $184.56 million FBG DIP Facility comprised of:
    • $46.14 million in new money FBG DIP Loans
      • $28.8 million made available following entry of the Interim Order
      • Up to $1.2 million made available following entry of the Second Interim Order
      • Up to $16.14 million made available following the occurrence of the Bid Deadline if a Liquidity Need exists (defined as available cash of less than $5 million in the aggregate across all DIP Loan Parties, taking into account forecasted disbursements through the Maturity Date)
    • $138.42 million roll-up of FBG Class A-2 Prepetition Notes on a 3:1 basis, with corresponding rolled-up amounts of $86.4 million, up to $3.6 million, and up to $48.42 million created in connection with each respective new money draw
  • $123.04 million Twin DIP Facility comprised of:
    • $30.76 million in new money Twin DIP Loans
      • $19.2 million made available following entry of the Interim Order
      • Up to $0.8 million made available following entry of the Second Interim Order
      • Up to $10.76 million made available following the occurrence of the Bid Deadline if a Liquidity Need exists
    • $92.28 million roll-up of Twin Prepetition Notes on a 3:1 basis, comprised of:
      • Up to $12,684,907.88 Twin Senior Roll-Up Financing (roll-up of Twin Class A-2-I Notes), subject to the Twin Roll-Up Reservation
      • Up to $79,595,092.12 Twin Junior Roll-Up Financing (roll-up of Twin Class A-2-II Notes)
      • Corresponding rolled-up amounts of $57.6 million, up to $2.4 million, and up to $32.28 million created in connection with each respective new money draw
• For every dollar of FBG New Money DIP Loans borrowed, an additional three dollars of FBG Rolled-Up DIP Loans are deemed borrowed and used to repay, satisfy, and cancel a commensurate amount of FBG Prepetition Notes; the same 3:1 mechanic applies to the Twin New Money DIP Loans and Twin Rolled-Up DIP Loans
• Each DIP Lender's Rolled-Up DIP Loans have DIP Superpriority Claims and DIP Liens solely against the Debtors that were obligors under the respective Prepetition Notes that are rolled up; no FBG Rolled-Up DIP Loans or Twin Rolled-Up DIP Loans are incurred or deemed incurred by the Managers
• As of the Petition Date, the FBG Prepetition Obligors were indebted in an aggregate principal amount of not less than $524,121,438 with respect to the FBG Prepetition Notes, and the Twin Prepetition Obligors were indebted in an aggregate principal amount of not less than $412,265,821.25 with respect to the Twin Prepetition Notes, in each case plus accrued and unpaid interest, fees, expenses, premiums, and other obligations
• Amounts repaid under the DIP Facility may not be reborrowed

Cash Collateral

• All of the cash of the Debtors that are Prepetition Obligors, including any cash in deposit accounts held by such Prepetition Obligors, wherever located, constitutes Cash Collateral of the applicable Prepetition Secured Parties, unless subject to a Collateral Exclusion under the applicable Prepetition Documents
• Cash Collateral includes the proceeds of DIP Loans
• As a condition to providing the DIP Facility and the consent of the Prepetition Secured Parties to the use of Cash Collateral, all Cash Collateral and all proceeds of the DIP Loans shall be used in accordance with the Final Order, the Approved Budget (subject to Permitted Variances), and the other DIP Documents, for working capital and other general corporate purposes of the Debtors and the types of expenditures in the Approved Budget

Interest Rate

• Applicable Rate: 12.00% per annum, payable in kind by capitalizing and adding to the outstanding principal balance of the applicable DIP Loan on each interest payment date (other than the Maturity Date)
• Interest is due and payable on the last Business Day of each calendar month after the Closing Date and on the Maturity Date
• Default Rate: applicable interest rate plus 2.00% per annum on overdue principal and other overdue amounts (including overdue interest), payable on demand in cash and not capitalized as PIK Interest
• Interest computed on the basis of a year of 360 days, payable for the actual number of days elapsed

Fees

• Upfront Fee: 2.5% of the New Money Term Loans funded on each Borrowing Date, deemed fully earned upon funding and payable in kind by capitalizing and adding to the outstanding principal of the applicable New Money Term Loans
• Backstop Fee: 10.0% of the aggregate principal amount of the applicable Commitments of each Backstop Party before giving effect to the draw on the Closing Date, earned in full upon initial funding of the New Money Term Loans on the Closing Date and payable in kind by capitalizing and adding to the outstanding principal amount of the New Money Term Loans:
  • FBG Backstop Fee payable to the FBG Backstop Parties
  • Twin Backstop Fee payable to the Twin Backstop Parties
• Exit Fee: 2.5% of the aggregate principal amount of Obligations (other than Roll-Up Financing) paid, repaid, prepaid, refinanced, satisfied or discharged, or Commitments terminated, payable to the DIP Agent for the ratable account of the applicable DIP Lenders, due upon:
  • Payment in full of the DIP Loans or a sale of all or substantially all of the Loan Parties' assets or equity to a third party (other than pursuant to a Credit Bid), payable in cash from the proceeds of such sale
  • In all other cases, payable in kind by capitalizing and adding to the outstanding principal of the Obligations; provided that if paid in kind, the Exit Fee is increased to 7.0%
  • No Exit Fee shall be payable with respect to Obligations that constitute Roll-Up Financing
• Agent Fee: payable to the DIP Agent pursuant to the Agent Fee Letter
• The Debtors are also authorized to pay the reasonable fees and expenses of the attorneys and financial and other advisors and consultants of the DIP Agent and the DIP Lenders as provided in the DIP Documents

Maturity

• The Maturity Date is the earliest of:
  • May 8, 2026, subject to extension with the written consent of the Required Lenders
  • The date of acceleration of the Loans or termination of the commitments following an Event of Default
  • 11:59 p.m. prevailing Eastern Time on April 10, 2026 if the Bankruptcy Court has not entered the Final DIP Order
  • The date the Bankruptcy Court indicates or specifies that it will not approve the Final DIP Order or otherwise denies approval
  • The effective date of a chapter 11 plan in the Chapter 11 Cases confirmed by an order of the Bankruptcy Court
  • The closing of an Acceptable Sale Transaction
• The Termination Date is the earliest to occur of:
  • The Maturity Date
  • The consummation of a sale of all or substantially all of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code (provided that a sale to which the Required DIP Lenders have consented pursuant to the Bidding Procedures Order shall not constitute a Termination Event)
  • Substantial consummation of a plan of reorganization or liquidation confirmed by the Court
  • Acceleration of the loans and termination of all commitments upon the occurrence of an Event of Default
• The aggregate principal amount of all DIP Loans outstanding on the Maturity Date, together with all accrued and unpaid interest, shall become due and payable in full on the Maturity Date
• The Borrowers may voluntarily terminate the Commitments and prepay the DIP Loans in whole (but not in part) at any time without premium or penalty upon at least three Business Days' prior written notice

Carve Out

• The Carve-Out consists of the sum of:
  • All fees required to be paid to the Clerk of the Court and all statutory fees payable to the U.S. Trustee under section 1930(a) of title 28, together with statutory interest
  • Reasonable and documented fees, costs and expenses up to $75,000 incurred by a chapter 7 trustee under section 726(b) of the Bankruptcy Code
  • All unpaid Allowed Professional Fees of Debtor Professionals (including Latham & Watkins LLP, Hunton Andrews Kurth LLP, Huron Consulting Group, GLC Advisors & Co. LLC, Pachulski Stang Ziehl & Jones LLP, and Steptoe LLP) incurred at any time before or on the first business day following delivery of a Carve-Out Trigger Notice
  • All unpaid Allowed Professional Fees of Committee Professionals incurred at any time before or on the first business day following delivery of a Carve-Out Trigger Notice (subject to the investigation budget)
• Post-Carve-Out Trigger Notice Amount:
  • Allowed Professional Fees of Debtor Professionals in an aggregate amount not to exceed $750,000
  • Separately, any success fees or transaction fees earned by any investment banker retained by the Debtors
  • Allowed Professional Fees of Committee Professionals in an aggregate amount not to exceed $250,000
• Escrow Account: The Debtors shall fund the Pre-Carve-Out Trigger Notice Amount into a segregated Escrow Account on a weekly basis, not subject to the control of any DIP Secured Party, Prepetition Secured Party, or other secured party
• The DIP Superpriority Claims shall be subject and subordinate to the payment of the Carve-Out in full in cash

Use of Proceeds

• Subject to the Approved Budget, the DIP Loan Documents, the DIP Orders, and the Stipulated Allocation, the proceeds of the DIP Facility shall be used to fund:
  • Necessary operating and working capital expenses of the Loan Parties to fulfill franchisee obligations
  • The Borrowers' post-petition administrative expenses required to effectuate an Acceptable Sale Transaction
  • Obligations arising under the Carve-Out
  • The agency fees and reasonable fees and expenses of the DIP Agent and the DIP Lenders owed under the DIP Loan Documents
  • Any Prepetition Secured Obligations of the Loan Parties pursuant to any First Day Order or Final Order approved by the DIP Agent (at the written direction of the Required Lenders)
  • To the extent necessary, intercompany loans from one Loan Party to another Loan Party, which shall be secured by liens senior to the DIP Liens
  • Payments under the Governance Agreement
  • The expenses of the Parent and the Twin Manager and Management Fees
• The proceeds of the FBG New Money Term Loans shall be used only to pay the obligations of the FBG DIP Loan Parties, subject to the Stipulated Allocation
• The proceeds of the Twin New Money Term Loans shall be used only to pay the obligations of the Twin DIP Loan Parties, subject to the Stipulated Allocation

Credit Bid

• Subject to section 363(k) of the Bankruptcy Code and the relative priorities set forth in Annex 1:
  • The FBG DIP Agent and each FBG Prepetition Trustee for the applicable FBG Prepetition Secured Parties shall have the right to credit bid, either directly or indirectly through an agent and attorney-in-fact, through one or more transactions, up to the full amount of the FBG DIP Obligations and the applicable FBG Prepetition Secured Obligations, and the FBG DIP Superpriority Claims and the applicable FBG Adequate Protection Claims
  • The Twin DIP Agent and Twin Prepetition Trustee for the Twin Prepetition Secured Parties shall have the right to credit bid up to the full amount of the Twin DIP Obligations and the applicable Twin Prepetition Secured Obligations, and the Twin DIP Superpriority Claims and the Twin Adequate Protection Claims
• Any credit bid must include a cash component sufficient to satisfy any applicable senior liens on the purchased assets at closing, or provide that all obligations related to such liens shall be assumed as a condition to such sale
• The DIP Lender shall have the right to Credit Bid and purchase all or any portion of the DIP Collateral at any sale conducted under the provisions of the UCC, the Bankruptcy Code (including section 363), a plan of reorganization, or any other foreclosure

Avoidance Actions

• The DIP Collateral shall not include Avoidance Actions belonging to the DIP Loan Parties, but shall include the proceeds of Avoidance Actions belonging to the DIP Loan Parties
• The DIP Collateral shall also exclude the Escrow Account, any Excluded Assets, and the DIP Loan Parties' non-residential real property leases (except to the extent such leases constitute Prepetition Collateral); provided that the Adequate Protection Collateral shall include the proceeds of such leases
• To the extent that the Credit Bids do not close as contemplated by the Settlement, the granting of liens on the proceeds of Avoidance Actions, waivers pursuant to sections 506(c) and 552(b) of the Bankruptcy Code, and the waiver of the equitable doctrine of marshaling shall no longer be deemed approved on a final basis and shall remain subject to further approval by the Court

Challenge Period and Budget

• The Challenge Period ends on the earlier of:
  • June 2, 2026
  • The objection deadline with respect to a proposed sale of all or substantially all of the Debtors' assets
• If a chapter 7 trustee or chapter 11 trustee is appointed or elected during the Challenge Period, the Challenge Period Termination Date with respect to such trustee shall be the later of (i) the last day of the Challenge Period and (ii) the date that is thirty days after the date on which such trustee is appointed or elected
• If the Committee or any party in interest files a motion for standing to assert any Challenge prior to the Challenge Period Termination Date (with the relevant pleading attached as an exhibit), the Challenge Period Termination Date shall be tolled, solely for such party and solely with respect to such Challenge, until three Business Days after the Court rules on such motion
• Upon the Challenge Period Termination Date, any and all such Challenges and objections by the Committee, any trustee, and any other party in interest shall be deemed forever waived and barred, and the Prepetition Secured Obligations shall be deemed allowed secured claims
• Investigation budget: No more than $150,000 of the proceeds of the DIP Facility, the DIP Collateral, DIP Loans, or Prepetition Collateral (including Cash Collateral), any portion of the Carve-Out, or any other Debtor funds, may be used for allowed fees and expenses incurred by the Committee prior to the Challenge Period Termination Date to investigate (but not to litigate) the validity, enforceability, extent, perfection or priority of the Prepetition Secured Obligations
• The Committee shall not be subject to such investigation cap with respect to its right to investigate, prosecute, and settle any Manager Advance Claim within the Challenge Period
• The Committee is granted sole and exclusive standing to investigate, prosecute, and settle any potential Manager Advance Claim; the Debtors are barred from bringing any Manager Advance Claims

Securities and Priorities

• The DIP Agent is granted, for the benefit of the DIP Secured Parties, the DIP Superpriority Claims and the DIP Liens in all DIP Collateral, with the priorities set forth in Annex 1 to the Final Order, subject to the Carve-Out:
  • First Priority Liens on Unencumbered Property: Pursuant to section 364(c)(2) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable first priority liens on and security interests in all DIP Collateral that was not encumbered by the Prepetition Liens, including the Segregated Accounts, the Escrow Account Residual Balance, all proceeds of the DIP Facility, and Avoidance Action Proceeds, subject and subordinate only to (1) the Carve-Out, (2) Permitted Prior Liens, and (3) Intercompany Liens; provided that the DIP Liens shall have first priority with respect to the proceeds or recovery on account of any Manager Advances
  • Liens on Prepetition Collateral: Pursuant to sections 364(c)(3) and 364(d) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable liens on and security interests in all DIP Collateral (other than Unencumbered Property), subject and subordinate only to the Carve-Out, Permitted Prior Liens, and Intercompany Liens, and senior and priming to the Prepetition Liens, any liens junior to the Prepetition Liens, the Adequate Protection Liens, and any other prepetition or postpetition liens
• The FBG DIP Obligations shall constitute joint and several allowed superpriority claims of the FBG DIP Agent, for the benefit of the FBG DIP Secured Parties, against each of the FBG DIP Loan Parties, payable from and with recourse to all FBG DIP Collateral
• The Twin DIP Obligations shall constitute joint and several allowed superpriority claims of the Twin DIP Agent, for the benefit of the Twin DIP Secured Parties, against each of the Twin DIP Loan Parties, payable from and with recourse to all Twin DIP Collateral
• The DIP Liens and the Adequate Protection Liens shall not be subject to sections 510, 549, 550 or 551 of the Bankruptcy Code or the "equities of the case" exception of section 552 or section 506(c)
• The Final Order constitutes sufficient and conclusive evidence of the validity, perfection and priority of the DIP Liens, the Adequate Protection Liens, and the Resid Adequate Protection Liens (if any) without the necessity of any filing or recording

Adequate Protection

Prepetition Senior Secured Parties

• FBG Adequate Protection Liens: Valid, binding, enforceable and automatically perfected replacement liens on and security interests in all FBG DIP Collateral held by the applicable FBG Prepetition Obligors, including all now-owned and hereafter acquired real and personal property of the FBG DIP Loan Parties, the Escrow Account Residual Balance, and postpetition Intercompany Claims of the FBG DIP Loan Parties
• Twin Adequate Protection Liens: Valid, binding, enforceable and automatically perfected replacement liens on and security interests in all Twin DIP Collateral, including all now-owned and hereafter acquired real and personal property of the Twin DIP Loan Parties, the Escrow Account Residual Balance, and postpetition Intercompany Claims of the Twin DIP Loan Parties
• FBG Adequate Protection Claims and Twin Adequate Protection Claims: Allowed superpriority expense claims under section 507(b) of the Bankruptcy Code against the applicable Prepetition Obligors, payable on a joint and several basis with recourse to all applicable DIP Collateral and the Escrow Account Residual Balance
• Reporting: The Debtors shall provide the Prepetition Trustees and the Committee with all reports, budgets (including the Initial Approved Budget and Updated Budgets), documents and other information required to be delivered to any of the DIP Secured Parties under the DIP Documents at the same time
• Fees and Expenses: The Debtors are authorized and directed to pay the reasonable and documented out-of-pocket fees, costs and expenses of:
  • The Prepetition Trustees
  • Greenberg Traurig, LLP (for fees and expenses incurred through February 15, 2026), as counsel to the Prepetition Trustees
  • Kelley Drye & Warren LLP (for fees and expenses incurred from and after January 31, 2026), as counsel to the Prepetition Trustees
  • Any local counsel to the Prepetition Trustees
  • White & Case LLP, as counsel to the WBS Ad Hoc Group, and any local counsel to the WBS Ad Hoc Group
  • Houlihan Lokey, as investment banker to the WBS Ad Hoc Group
• Such payments shall be made without the necessity of filing formal fee applications or compliance with the U.S. Trustee's fee guidelines, and without being limited by the dollar estimates contained in the Approved Budget

Other Reservations of Rights

• Resid Secured Parties: If the Court determines in a final non-appealable order that (a) the Management Fees are the property of the Resid Issuer, the Resid Issuer shall have Intercompany Claims and Intercompany Liens against all assets of the FBG Manager to the extent of any Management Fees paid to the FBG Manager instead of the Resid Issuer; (b) the Management Fees are the property of FBG Manager and also the Cash Collateral of the Resid Issuer, the Resid Issuer shall have adequate protection liens against all assets of the FBG Manager and an adequate protection claim solely to the extent of any Diminution in Value; and/or (c) the Management Fees are the Cash Collateral of the Resid Secured Parties, the Resid Secured Parties shall have an adequate protection lien on all assets of the Resid Issuer and an adequate protection claim payable by the Resid Issuer solely to the extent of any Diminution in Value
  • In each case, such liens and claims shall be junior to the Carve-Out, Permitted Prior Liens (subject to certain conditions), Intercompany Liens, DIP Superpriority Claims, and DIP Liens
• Percent Lender: To the extent the Court finds, in a final non-appealable order, that any postpetition cash receipts received by or that should have been paid to the Percent Obligor or the Royalty Percent Borrower constitute Cash Collateral of the Percent Lender, the Percent Lender shall be entitled to Percent Adequate Protection Liens on the Percent Lender's prepetition collateral, and an adequate protection superpriority claim payable by the Percent Obligor and the Royalty Percent Borrower, subject to the Carve-Out, certain valid prior liens, and Intercompany Liens
• Riverside Refi Lender: To the extent the Court finds, in a final non-appealable order, that any postpetition cash receipts received by the Riverside Refi Obligor constitute Cash Collateral of the Riverside Refi Lender, the Riverside Refi Lender shall be entitled to Riverside Refi Lender Adequate Protection Liens on the Riverside Refi Lender's prepetition collateral, and an adequate protection superpriority claim payable by the Riverside Refi Obligor, subject to the Carve-Out, certain valid prior liens, and Intercompany Liens

Waivers

• Section 506(c): The Debtors (and any successors or representatives, including any trustees) shall be deemed to have waived any rights, benefits or causes of action under section 506(c) of the Bankruptcy Code as they may relate to or be asserted against the DIP Secured Parties, the Prepetition Secured Parties, the Prepetition Liens, or the Prepetition Collateral
• Section 552(b): The DIP Secured Parties and the Prepetition Secured Parties shall each be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code, and the "equities of the case" exception shall not apply with respect to proceeds, product, offspring or profits of any of the Prepetition Collateral or the DIP Collateral
• No Marshaling: Neither the DIP Secured Parties nor the Prepetition Secured Parties shall be subject to the equitable doctrine of "marshaling" or any other similar doctrine with respect to any of the DIP Collateral or the Prepetition Collateral; provided that, in the event of an enforcement of remedies and only after the Parent has repaid in cash all DIP Obligations allocable to the Parent, the DIP Secured Parties shall use commercially reasonable efforts to first satisfy the DIP Obligations from all DIP Collateral other than Manager Advances or the proceeds of Manager Advances
• To the extent that the Credit Bids do not close as contemplated by the Settlement, the waivers pursuant to sections 506(c) and 552(b) and the waiver of marshaling shall no longer be deemed approved on a final basis and shall remain subject to further approval by the Court

Permitted Variance

• The Debtors shall only incur DIP Obligations and expend Cash Collateral and other DIP Collateral proceeds in accordance with the Approved Budget, subject to the Permitted Variances under the DIP Credit Agreement
• For each Variance Testing Period, on a consolidated basis for all Loan Parties, the Borrowers shall not permit (i) Actual Disbursement Amounts to exceed, or (ii) Actual Cash Receipts to be less than, the applicable Budgeted Disbursement Amounts and Budgeted Cash Receipts for such period, by the following thresholds:
  • For each part of each Variance Testing Period that falls within the first two full weeks following entry of the Interim DIP Order: 115% with respect to Actual Disbursement Amounts and 85% with respect to Actual Cash Receipts
  • For each part of each Variance Testing Period that falls within the third full week following entry of the Interim DIP Order: 112.5% with respect to Actual Disbursement Amounts and 87.5% with respect to Actual Cash Receipts
  • For each part of each Variance Testing Period thereafter: 110% with respect to Actual Disbursement Amounts and 90% with respect to Actual Cash Receipts
• The Debtors shall not be deemed to have breached the Budget Covenants to the extent the actual professional fees, costs and expenses of the Debtors' advisors, the DIP Agent's advisors, the Prepetition Secured Parties' advisors, and the advisors to the Committee exceed the applicable estimated amounts in the Approved Budget
• The DIP Borrowers shall test the Permitted Variance only in accordance with the then-operative Approved Budget

Specified Marketing Funds

• The accounts at Axos Bank (ending in x5525 and x5533) and all post-petition marketing fee contributions received from Round Table Owners Association franchisees and members of the Ad Hoc Group of Franchisees (the Specified Marketing Funds) are excluded from the definitions of Cash Collateral, Adequate Protection Collateral, Intercompany Liens, FBG DIP Collateral, Twin DIP Collateral, and DIP Collateral
• No Adequate Protection Lien, Intercompany Lien, or other post-petition encumbrance shall attach to the Specified Marketing Funds; the Debtors agree that all post-petition Specified Marketing Funds contributed pursuant to Section 5(c) or otherwise of the respective franchise agreements shall be used strictly as permitted under such agreements

Restricted Cash

• All funds held in trust for the applicable Prepetition Trustee from the WBS Collection Accounts, WBS Reserve Accounts, or WBS Collection Account Administrative Accounts are Acquired Assets under the Sale Orders and Purchase Agreements; upon Closing, each Prepetition Trustee is authorized and directed to release the Restricted Cash to the Purchaser to fund the Plan Funding Account
• No funds held in trust for the Resid Trustee or in the Resid Securitization Accounts shall be accessed without further order or consent of the Resid Trustee; provided that UMB Bank, N.A., as predecessor indenture trustee and securities intermediary under the Resid Base Indenture, may apply $168,134.35 of funds presently held in a Resid Securitization Account to pay and satisfy in full all fees and expenses owed to it in such capacity

Settlement and Challenge Dismissals

• The Settlement Term Sheet among the Debtors, the Committee, the Resid Noteholders, and the WBS Ad Hoc Group is incorporated into the Final Order; approval and effectiveness of the DIP Facility on a final basis is expressly conditioned upon approval of the Settlement Order and consummation of the Credit Bids
• The Committee Standing Motion (Docket No. 1176) and the Manager Advance Adversary Proceeding (Docket No. 1178), and the Resid Challenge (consisting of the Resid Adversary Complaint, the Resid DIP Objection and Notice of Challenge, the Resid Sale Objection, and the Resid Claim Objection), each timely filed prior to the Challenge Period Termination Date, shall be dismissed with prejudice within two business days following the closing of the Credit Bids
• To the extent the Credit Bids are not consummated as set forth in the Settlement, the Committee may continue to prosecute the Committee Standing Motion and Manager Advance Adversary Proceeding, and the Resid Noteholders may continue to prosecute the Resid Challenge, with all parties' rights preserved

Other Reservations

• Texas Taxing Entities: Nothing in the Final Order primes the statutory liens of Texas Taxing Entities on account of ad valorem taxes to the extent valid, non-avoidable, properly perfected as of the Petition Date, and senior to applicable Prepetition Liens
• Back-Up Manager: The Final Order does not impair, subordinate, or otherwise affect the rights of the Back-Up Manager to receive payment of all Back-Up Manager Fees (including reimbursable expenses) as Securitization Operating Expenses in accordance with the applicable Indentures