Quality Fresca I - Chapter 11 DIP Terms

DIP Terms

Borrower / Debtor

• Quality Fresca I, LLC, a Delaware limited liability company headquartered at 375 South County Road, Suite 210, Palm Beach, Florida, as Borrower and Debtor

Lender

• GR Loanco 1 LLC, as DIP Lender, represented by Venable LLP (Paul J. Battista)
  • GR Loanco 1 LLC also serves as Prepetition Lender, having acquired the prepetition Credit Agreement, the First Security Agreement, and related loan documents from PNC Bank, National Association on or about May 5, 2026, and owns and holds those documents
  • The DIP Lender is an affiliate of Genrock Investment Fund I, LP, the ultimate parent of the debtor
  • The DIP term sheet, dated August 3, 2026, was executed by Matthew Allay as Managing Member of GR Loanco 1 LLC and by G. Michael Verdisco as chief restructuring officer of the debtor

DIP Commitments

• $1.6 million debtor-in-possession delayed multi-draw term loan facility, available as follows:
  • First draw: $250,000 upon entry of the interim order (the "Interim Advance"), which may be increased to $500,000 with the consent of the DIP Lender
    • The debtor is authorized to borrow an Interim Advance in an aggregate principal amount of up to $500,000, consisting of an initial $250,000 advance plus, with DIP Lender consent and without further court order, up to an additional $250,000
    • Should the debtor borrow in excess of $250,000 on an interim basis, it must file a notice with the court setting forth the amount and date of such advance within three business days
  • Subsequent draws: Upon entry of the final order, additional amounts up to the amount approved by the final order less the Interim Advance
• In no event shall the sum of the Interim Advance and all subsequent advances exceed $1.6 million in principal
• Each advance is subject to conditions precedent, including entry of the applicable DIP order in form and substance acceptable to the DIP Lender, which order shall not have been appealed, modified, stayed, vacated, or reversed, and satisfaction of the other conditions precedent in the DIP Lender's sole and absolute discretion
• The DIP Lender has no obligation to fund in excess of the amounts and times set forth in the approved budget and DIP term sheet
• The debtor is over-leveraged and cannot attract financing on a subordinated basis; the Prepetition Lender is unwilling to subordinate its liens and claims to the priming liens of a third-party lender, and instead is providing the DIP loan and consenting to the priming of its own prepetition liens
• Given the debtor's financial condition, financing arrangements, and capital structure, the debtor is unable to obtain financing from sources other than the DIP Lender on terms more favorable than the DIP term sheet, is unable to obtain sufficient unsecured credit allowable under section 503(b)(1) as an administrative expense, and is unable to obtain credit secured solely by junior liens; the DIP Lender is willing to lend only on the terms and conditions of the DIP term sheet
• The DIP term sheet and the use of cash collateral were negotiated in good faith and at arm's length among the debtor, the DIP Lender, and the Prepetition Lender, and are supported by reasonably equivalent value and fair consideration

Prepetition Capital Structure

• Credit Agreement dated March 9, 2020 with BBVA USA (succeeded by PNC in June 2021) as Administrative Agent and Lender, with the debtor as borrower and Quality Fresca Holdings, LLC as guarantor, originally providing for:
  • $32.5 million term loan
  • $4 million development line of credit
  • $500,000 revolving line of credit
• Amended eleven times, most recently by the Eleventh Amendment dated March 26, 2026, which extended the final maturity date to April 30, 2026
• The Credit Agreement was entered into in connection with the debtor's initial acquisition of 67 restaurants; the interim order identifies Moe's Franchisor SPV LLC as the debtor's franchisor and a notice party
• Following its acquisition of the Credit Agreement and First Security Agreement, the Prepetition Lender extended two additional loans: a $700,000 Second Note and a $100,000 Third Note dated July 31, 2026
  • The motion describes the Second Note as dated July 23, 2026 and effective as of May 6, 2026, secured under a Security Agreement effective as of May 6, 2026; the interim order and DIP term sheet describe both the Second Note and the Second Security Agreement as dated July 23, 2026
  • The Second Loan is secured by a second-priority lien and the Third Loan by a third-priority lien on substantially all of the debtor's assets
• As of the petition date, approximately $15.2 million in aggregate principal remained outstanding under the Credit Agreement, approximately $700,000 under the Second Loan, and approximately $100,000 under the Third Loan, for aggregate outstanding principal of $16 million, exclusive of accrued and unpaid interest, fees, costs, and other charges
• The obligations are secured by first-, second-, and third-priority liens, as applicable, on substantially all of the debtor's assets, including cash collateral, pursuant to the Security Agreements
  • The Credit Agreement obligations are secured under the Guaranty and Security Agreement dated March 9, 2020 among the debtor, Quality Fresca Holdings, LLC, and PNC (the "First Security Agreement"), covering all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, instruments, inventory, investment property, letter of credit rights, books and records, other goods and personal property, and all proceeds and products thereof (the "Original Collateral")
  • PNC's security interest in the Original Collateral was perfected by UCC financing statements filed with the Delaware Secretary of State

Cash Collateral

• Cash collateral means all "cash collateral" as defined in section 363 of the Bankruptcy Code in which the Prepetition Lender holds a perfected lien, security interest, or other interest, whether existing on the petition date, arising pursuant to the interim order, or otherwise
• The debtor stipulates that its cash, cash equivalents, negotiable instruments, investment property, securities, and any amounts generated from the use, sale, lease, or other disposition of the prepetition collateral, wherever located, constitute cash collateral and prepetition collateral of the Prepetition Lender
• The debtor is authorized to use cash collateral from the petition date through the date of any Termination Event, in accordance with the approved budget, for working capital requirements, general corporate purposes, and the costs and expenses of administering the chapter 11 case, including payments benefiting from the carve-out
• The Prepetition Lender consents to the use of cash collateral in light of the adequate protection provided

Interest Rate

• 12.00% per annum on each advance, accruing from the funding date until paid in full, payable monthly in arrears in cash pursuant to the budget
• Default Rate: Upon the occurrence of and during the continuation of an event of default, the DIP loan automatically bears interest at a rate 5.00% per annum greater than the non-default rate (i.e., 17.00% per annum), accruing monthly on the same dates and in the same manner as regular interest and payable in full on the maturity date
• Interest is computed on a 360-day year over actual days elapsed, unless such computation would cause the effective rate to exceed the maximum rate allowable under applicable state and federal law

Fees

• Loan Fee: 1.5% of the DIP loan amount, payable upon entry of the interim order
• Accrued interest, the loan fee, and the reasonable and documented fees and expenses of the DIP Lender are payable as set forth in the approved budget and DIP term sheet, without further notice, motion, application, order, or hearing

Maturity

• The earliest to occur of:
  • February 26, 2027
  • The effective date of a confirmed chapter 11 plan
  • The occurrence and continuation of an event of default
• The outstanding principal is not subject to amortization and is due and payable in full in cash on the maturity date
• The debtor may prepay the DIP loan in whole or in part at any time without penalty or premium, including all principal, interest, fees, and expenses

Termination

• The debtor's right to use cash collateral automatically terminates on the sooner to occur of:
  • September 11, 2026
  • The occurrence of an event of default
  • The debtor's breach of any covenant contained in the interim order

Carve Out

• The DIP liens, DIP superpriority claims, adequate protection liens, and Prepetition Lender superpriority claims are subject to the right of payment of:
  • All fees due to the Clerk of the Bankruptcy Court and the Office of the United States Trustee
  • Chapter 7 Trustee Fee: up to $25,000 in reasonable fees and expenses incurred by a trustee under section 726(b)
  • Allowed professional fees of debtor professionals (retained under sections 327 or 328) and committee professionals (retained under sections 328 or 1103) incurred at any time before or on the first business day following delivery of a carve out trigger notice, to the extent included in the approved budget and allowed, subject to the line-item amounts in the approved budget for each such person and reduced on a per-dollar basis on account of any payments to, or application of any retainers held by, the applicable professional person
  • Post-Carve Out Trigger Notice Cap: $50,000 of allowed professional fees of debtor professionals incurred after the first business day following delivery of the carve out trigger notice, allocated $12,500 to the debtor's chief restructuring officer and $37,500 to debtor's counsel
• A carve out trigger notice is the DIP Lender's written declaration of the occurrence of an event of default
• Nothing in the carve out impairs any party's ability to object to court approval of, or seek to disallow, any professional person's fees, expenses, or compensation

Professional Fee Reserve and Compensation Procedures

• On a weekly basis, the debtor shall fund into an account maintained by Berger Singerman LLP (the "Funded Reserve Account") an amount equal to the sum of the total weekly fees of debtor and committee professionals as set forth on a line-item basis in the approved budget
  • Funds are allocated for the benefit of each professional person in the amount set forth in the approved budget; no amounts shall be funded for committee professionals if no creditors' committee has been appointed
  • The DIP Lender has no obligation to fund aggregate fees and expenses in excess of the line-item budget amounts or the amount of the DIP loan
  • Funds may be used exclusively to pay allowed professional fees as they become allowed and payable under the Bankruptcy Code, the Bankruptcy Rules, the court's local rules, and any interim or final orders of the court; any amounts remaining and not otherwise disbursed will be paid to the DIP Lender and applied to the DIP loan or, if the DIP loan has been paid in full, to the prepetition obligations
• The debtor shall file a motion seeking approval of monthly compensation procedures pursuant to which, absent objection, it may pay 80% of fees and 100% of costs incurred by each professional person, up to the monthly line-item budget amount
• The fees and expenses of the debtor's chief restructuring officer shall be paid monthly in accordance with the approved budget, subject to a 25% cumulative variance, and the terms of the engagement letter between the debtor and GulfAtlantic Capital Corporation

Use of Proceeds

• Working capital and other general corporate purposes, including bankruptcy-related costs and expenses, all in accordance with the approved budget and the DIP orders, including:
  • Fund working capital, meet payroll obligations, pay suppliers, and cover overhead costs
  • Maintain relationships with customers, vendors, and suppliers
  • Pay the fees, costs, and expenses incurred in connection with the chapter 11 case, including professional fees
  • Fund the carve-out
• The debtor requires access to at least $250,000, and up to $500,000, of DIP financing, in addition to the use of cash collateral, to sustain operations through the week ending September 11, 2026 pending a final hearing

Limitations on Use of DIP Loan and Cash Collateral

• No proceeds of the DIP loan or cash collateral may be used to:
  • Challenge or institute any proceeding to determine the validity, perfection, or priority of any security interests in favor of the Prepetition Lender or DIP Lender, or the enforceability of obligations under the prepetition loan documents or DIP term sheet
  • Commence, prosecute, or defend (or support any other party in doing so) any claim, motion, proceeding, or cause of action against the Prepetition Lender or DIP Lender or their agents, attorneys, advisors, or representatives, including lender liability or subordination claims
  • Commence, prosecute, or defend any claim, proceeding, or cause of action to disallow or challenge the obligations of the debtor or any other obligor under the prepetition loan documents or DIP term sheet
  • Fund any acquisitions, capital expenditures, capital leases, or similar expenditures other than those specifically set forth in the approved budget
• Notwithstanding the foregoing, up to $15,000 in the aggregate may be used for allowed professional fees incurred by creditors' committee professionals during the Review Period in connection with the investigation of avoidance actions or other claims or causes of action on account of the prepetition loan documents, but not the prosecution of such actions
• Sales of collateral are separately constrained through the events of default: any sale (i) without court approval or (ii) that does not indefeasibly satisfy all DIP loan obligations in full in cash, absent the DIP Lender's consent in its sole discretion, constitutes an event of default

Liens and Priorities

• "DIP loan obligations" means the DIP loan together with all amounts payable in respect of interest, default interest, fees, DIP Lender expenses, and indemnification obligations under the DIP term sheet
• Subject only to the carve-out, the DIP loan obligations are secured by a first priority senior and priming lien on the prepetition collateral and substantially all assets of the debtor, real or personal, now owned or hereafter acquired and wherever located, including all cash, accounts, inventory, goods, machinery and equipment, capital stock in subsidiaries, investment property, instruments, chattel paper, real estate, leasehold interests, contracts and contract rights, documents, patents, copyrights, trademarks and other general intangibles (including leases), tax and other refunds, insurance proceeds, letters of credit, commercial tort claims, and all products and proceeds thereof, including proceeds from any sale or disposition of collateral
  • Subject to the carve out, the priming liens are senior to any and all other prepetition or postpetition liens or interests, including judgment liens, mechanics' liens, liens imposed by applicable covenants, declarations and restrictions, and mortgages and security interests encumbering the collateral, pursuant to sections 364(d) and 364(c)(2)
  • The DIP liens are not subject or subordinate to any lien avoided and preserved for the estate under section 551, are not subject to sections 510, 549, or 550, and are not subject or subordinate to any liens arising after the petition date other than the adequate protection liens
  • No person or entity that pays any obligations under the prepetition loan documents or DIP term sheet shall be subrogated to any rights, remedies, claims, privileges, liens, or security interests of the DIP Lender until the obligations are indefeasibly paid in full in cash
• All of the debtor's DIP loan obligations constitute a superpriority administrative expense claim pursuant to sections 364(c)(1), 503(b), and 507(b), with priority and seniority over any and all other administrative expense claims now existing or hereafter arising, including those specified in sections 105, 326, 328, 330, 331, 503(b), 506(c) (subject to entry of the final order), 507(a), 507(b), 726, 1113, and 1114, subject and junior only to the carve-out
  • The DIP superpriority claim shall not be asserted against or payable from avoidance proceeds prior to entry of the final order
  • The timing of payment of the Interim Advance shall not be altered, extended, or impaired without the DIP Lender's consent by any plan of reorganization or further court order

Avoidance Actions

• Subject to entry of the final order granting such relief, the DIP collateral includes any and all claims or causes of action under sections 502(d), 541, 544, 545, 547, 548 through 551, and 553(b), or any other avoidance actions under the Bankruptcy Code or applicable nonbankruptcy law, and the proceeds thereof
• The Prepetition Lender's adequate protection liens do not extend to avoidance actions or their proceeds

Perfection

• All liens authorized and granted by the court approving the DIP loan are deemed perfected, and no further action is required to effect such perfection
• The Prepetition Lender and DIP Lender are authorized, but not required, to file or record financing statements, intellectual property filings, mortgages, notices of lien, or similar instruments in any jurisdiction; such liens are deemed valid, perfected, allowed, enforceable, and non-avoidable as of the date of entry of the interim order regardless of whether such filings are made
  • The automatic stay is modified to allow such filings, and the debtor shall cooperate and execute such documents as reasonably requested
  • A certified copy of the interim order may be filed or recorded in addition to or in lieu of such instruments, and all filing offices are authorized to accept it
  • To the extent the Prepetition Lender is the secured party under any collateral document or relevant prepetition loan document, the DIP Lender is automatically deemed the secured party thereunder, the DIP loan obligations are deemed secured obligations thereunder, and such documents are deemed the definitive DIP loan documents
  • To the extent the Prepetition Lender is listed as loss payee, lender loss payee, mortgagee, or additional insured under any of the debtor's insurance policies, the DIP Lender is likewise deemed to hold such status

Adequate Protection — Prepetition Lender

• The Prepetition Lender is entitled to adequate protection of its interests in the prepetition collateral, including cash collateral, in an amount equal to the aggregate postpetition diminution in value, including diminution resulting from the debtor's sale, lease, or use of the prepetition collateral, the subordination of the prepetition liens to the carve-out, and the imposition of the automatic stay
• Subject to the carve-out, the Prepetition Lender is granted:
  • Allowed joint and several superpriority claims under section 507(b), with priority over any and all administrative expenses and other claims against the debtor, including those specified in sections 105, 326, 327, 328, 330, 331, 365, 503, 506, 507(a), 507(b), 546, 552, 726, 1113, and 1114; such claims are subordinate to the DIP loan superpriority administrative expense claim
  • A valid, binding, continuing, enforceable, fully-perfected, non-avoidable additional and replacement first priority lien on and security interest in all collateral, senior to all other liens and security interests other than the DIP liens
  • A valid, binding, continuing, enforceable, fully-perfected, non-avoidable junior priority replacement lien on and security interest in the collateral, subject to the DIP liens
  • The adequate protection liens are effective as of the petition date and perfected without the necessity of execution, recordation, or filing of any security agreement, control agreement, pledge agreement, financing statement, or mortgage, and without possession, control, or further act by the Prepetition Lender
  • The adequate protection liens do not extend to avoidance actions or their proceeds, are not subject to sections 510, 549, or 550, and are not subject or subordinate to any lien avoided and preserved under section 551 or any lien arising on or after the petition date
• Interest on the prepetition secured obligations shall, to the extent allowed under the Bankruptcy Code, accrue from and after the petition date at the rate set forth in the prepetition loan documents and, if allowed, be payable along with interest accruing on the Interim Advance, as set forth in the approved budget and DIP term sheet
• The Prepetition Lender's rights are preserved to request additional or further protection of its interests, move for relief from the automatic stay, seek the appointment of a trustee or examiner or dismissal of the case, or request any other relief
• The adequate protection obligations, superpriority claims, and all other rights, claims, security interests, and remedies of the Prepetition Lender survive and are not modified, impaired, or discharged by entry of an order converting the case to chapter 7, dismissing the case, or confirming a plan of reorganization

Credit Bid

• The DIP Lender and Prepetition Lender are authorized to credit bid all or any portion of the DIP loan obligations or prepetition secured obligations at any sale or disposition of any collateral, including any sale conducted under section 363

Debtor Stipulations and Releases

• Subject to the challenge rights afforded during the Review Period, the debtor stipulates that the prepetition secured obligations are unconditionally owed to the Prepetition Lender without defense, counterclaim, or offset in the aggregate outstanding principal amount of $16 million, exclusive of interest, fees, and other charges; that the prepetition secured obligations, prepetition loan documents, and prepetition liens constitute legal, valid, binding, and non-avoidable obligations not subject to avoidance, recharacterization, subordination, reduction, disallowance, or other challenge; and that, to the debtor's knowledge, no perfected liens on or security interests in the prepetition collateral exist other than the prepetition liens
• The debtor further stipulates that no prepetition payments or transfers to or for the benefit of the Prepetition Lender under the prepetition loan documents are subject to avoidance or other challenge, and irrevocably waives any right to challenge or contest the perfection, validity, priority, and enforceability of the prepetition liens or the prepetition secured obligations
• The debtor further stipulates that as of the petition date it has not brought, and is not aware of, any claims, objections, challenges, or causes of action against the Prepetition Lender arising out of or related to the prepetition secured obligations, including avoidance claims under chapter 5 of the Bankruptcy Code
• Subject to the challenge rights afforded during the Review Period and upon entry of the final order, the debtor, on behalf of itself and its estate, releases and forever discharges the Prepetition Lender and each of its affiliates, officers, directors, employees, attorneys, participants, and other representatives from any and all claims, demands, and causes of action of any kind, whether known or unknown, arising prior to entry of the interim order, including any "lender liability" claims
• Upon indefeasible payment in full in cash of all DIP loan obligations, the DIP Lender shall be released from any and all obligations, actions, duties, responsibilities, and causes of action arising in connection with or related to the DIP term sheet

Challenge Period

• Review Period: 60 calendar days after the date of entry of the interim order for the creditors' committee (if any) or any other party in interest, in each case after obtaining requisite standing, to file an adversary proceeding asserting a challenge action
  • If no challenge action is timely filed, the prepetition secured obligations shall constitute allowed claims not subject to any challenge, and the prepetition secured obligations, prepetition liens, and the Prepetition Lender shall not be subject to any further challenge, with all parties in interest forever enjoined and barred from taking such action
  • If a challenge action is timely filed, the stipulations and admissions in the interim order remain binding and preclusive except as to any findings and admissions expressly and successfully challenged

Budget

• The use of cash and DIP loan proceeds is subject to the approved budget, the initial form of which is attached as Exhibit 1 to the DIP term sheet and reflects anticipated net cash flow and disbursements on a weekly basis from the petition date through and including November 2, 2026; the court finds the initial budget reasonable under the facts and circumstances
• The DIP term sheet provides that the budget shall cover the period from the petition date through the maturity date, setting forth all anticipated receipts and disbursements, including available cash, cash flow, trade payables and ordinary course expenses, total expenses, and incremental capital expenditures — a longer period than the initial budget's November 2, 2026 horizon
• On any weekly reporting date, the debtor may submit an updated budget to the DIP Lender; if approved in the DIP Lender's sole discretion, it supplements and replaces the prior budget

Permitted Variance

• Permitted variances in cash disbursements of 10.0% on a cumulative basis
• Under the interim order, the debtor may exceed (a) any line item on the approved budget by 10%, or (b) any line item by more than 10% so long as the total of all amounts in excess of all line items does not exceed 10% in the aggregate of the total approved budget
• Compensation payable to the debtor's chief restructuring officer is subject to a 25% cumulative variance during the period covered by the approved budget

Financial Reporting

• The debtor shall provide the DIP Lender with a detailed, line-by-line computation of actual-to-budget deviations on a weekly basis, beginning on the Thursday of the week following entry of the interim order
• The debtor shall provide brief commentary for each material line-item deviation, both favorable and unfavorable, for all line-item variances in excess of 10% on a cumulative basis
• The DIP term sheet otherwise requires customary financial and other informational reporting by the debtor to the DIP Lender

Cash Management

• The debtor shall maintain its existing prepetition cash management system; any material changes must be acceptable to the DIP Lender in its sole discretion
• The DIP orders grant the DIP Lender a DIP lien on cash held in the debtor's bank accounts to secure repayment of the DIP loan

Events of Default

• The DIP term sheet contains events of default that are usual and customary for debtor-in-possession financings and the use of cash collateral, including:
  • Failure to obtain court approval of the final order on or before September 11, 2026
  • Any filing by the debtor seeking to vacate or modify the entered DIP orders over the DIP Lender's objection
  • Failure to make any required payments or comply with any deadline set forth in the DIP term sheet
  • The filing by the debtor of, or support of any other party's filing of, any pleading seeking a superpriority claim or lien senior to or pari passu with those granted to the DIP Lender, or the granting of any such claim or lien
  • Use or application of DIP loan proceeds in a manner not provided for in the budget
  • Entry of an order appointing a chapter 11 trustee or an examiner with expanded powers
  • The filing by the debtor of a chapter 11 plan that has not been consented to by the DIP Lender
  • Entry of an order dismissing the case or converting it to chapter 7
  • The sale of any collateral (i) without court approval or (ii) that does not indefeasibly satisfy all DIP loan obligations in full in cash, absent the DIP Lender's consent in its sole discretion

Remedies Upon a Termination Event

• Upon the occurrence of a termination event, without further notice or court order, the automatic stay is vacated and modified to the extent necessary to allow the DIP Lender, in its sole discretion and upon written notice to the debtor, to:
  • Immediately suspend or terminate any obligation to fund the Interim Advance and/or the final advance
  • Declare all obligations in respect of the DIP loan immediately due and payable
  • Exercise all rights and remedies available under the DIP orders or as a secured lender under applicable law
• The debtor waives any right to seek relief under the Bankruptcy Code that would restrict or impair the DIP Lender's rights or remedies, but may contest whether a termination event has occurred or is continuing upon motion, notice, and a hearing; the debtor and DIP Lender each consent to an expedited hearing on that question

Waiver or Modification of the Debtor's Right to Obtain Credit

• So long as the DIP loan obligations remain outstanding, and absent the DIP Lender's written consent, the debtor shall not seek entry of any further order authorizing:
  • The obtaining of credit or incurrence of indebtedness under sections 364(c) or 364(d) that does not indefeasibly repay the DIP loan in full in cash
  • The return of goods under section 546(h), or consent to any related setoff
  • Any other grant of rights secured by a lien on the DIP collateral or entitled to superpriority administrative status that does not indefeasibly repay the DIP loan in full in cash

Waivers

• Subject to the challenge rights afforded during the Review Period and entry of the final order:
  • Section 506(c): Except to the extent of the carve-out, no costs or expenses of administration of the chapter 11 case shall be charged against or recovered from the Prepetition Lender, the prepetition secured obligations, any of its claims, or the collateral, absent the Prepetition Lender's prior written consent, and no such consent may be implied from any action, inaction, or acquiescence by the Prepetition Lender or its representatives; nothing in the interim order constitutes the DIP Lender's or Prepetition Lender's consent to any charge, lien, assessment, or claim against the collateral under section 506(c) or otherwise; the debtor (and any successor or trustee, including in any successor case) irrevocably waives all claims, causes of action, benefits, and rights it or its estate might assert against the prepetition collateral, DIP collateral, Prepetition Lender, or DIP Lender under sections 506(c), 105(a), or any other applicable law
  • Section 552(b): The Prepetition Lender is entitled to all rights and benefits of section 552(b), and the "equities of the case" exception shall not apply with respect to proceeds, products, or profits of any prepetition collateral or cash collateral
  • Marshaling: The Prepetition Lender and DIP Lender shall not be subject to the equitable doctrine of "marshaling" or any similar claim or doctrine with respect to any collateral, and proceeds of the prepetition collateral shall be received and applied pursuant to the prepetition loan documents
  • Except pursuant to the carve-out or as otherwise provided under the DIP term sheet, no person or entity may recover from the DIP collateral or prepetition collateral any cost or expense of preservation or disposition of the collateral, or assert against the DIP Lender or Prepetition Lender any claim with respect to any unpaid administrative expense, whether or not contemplated by or included in the approved budget
• No failure or delay by the DIP Lender in exercising any right under the DIP term sheet operates as a waiver, nor does any single or partial exercise preclude further exercise of that or any other right

Proof of Claim

• Any order establishing a bar date for claims in the chapter 11 case or any successor case, including for administrative expense claims, does not apply to the Prepetition Lender
• The prepetition secured obligations, prepetition liens, and the interests, rights, priorities, and protections granted to or in favor of the Prepetition Lender under the interim order and the prepetition loan documents are deemed a timely filed proof of claim on the Prepetition Lender's behalf, and the Prepetition Lender is not required to file a proof of claim

Indemnification

• The DIP Lender and its affiliates, and their respective officers, directors, employees, advisors, and agents, shall have no liability for, and shall be indemnified and held harmless by the debtor against, any losses, claims, damages, liabilities, or expenses incurred in respect of the financing or the use or proposed use of proceeds thereof, except to the extent found by a presiding court to arise from the gross negligence or willful misconduct of the relevant indemnified persons
• Neither the DIP Lender nor the Prepetition Lender shall have liability to any third party or be deemed to be in control of the debtor's operations, or to be acting as a "control person," "responsible person," or other "owner or operator," and their relationship with the debtor shall not constitute a joint venture or partnership

Final Hearing and Milestones

• Entry of the final order is required on or before September 11, 2026; failure to obtain it is an event of default, and the same date is the outside termination date for the debtor's use of cash collateral
• The debtor requests that the final hearing be set as soon as practicable but in no event later than September 11, 2026, and that the court fix a deadline prior to the final hearing for objections
• Objections to the relief sought at the final hearing must be served on counsel to the debtor (Berger Singerman LLP, Attn: Jordi Guso), counsel to the DIP Lender (Venable LLP, Attn: Paul J. Battista), and counsel to the franchisor, Moe's Franchisor SPV LLC (Caiola & Rose, LLC, Attn: Elizabeth B. Rose)

Effectiveness, Binding Effect, and Jurisdiction

• The interim order takes effect and is fully enforceable nunc pro tunc to the petition date immediately upon entry, notwithstanding the possible application of Bankruptcy Rules 4001(a)(4), 6003(b), or 6004(a); the debtor separately seeks waiver of the notice requirements of Rule 6004(a) and of the fourteen-day stay under Rule 6004(h)
• The provisions and findings of the interim order bind all parties in interest, including the Prepetition Lender, any creditors' committee, and the debtor and their respective successors and assigns, including any trustee appointed or elected for the estate, any examiner appointed under section 1104, and any other fiduciary appointed as a legal representative of the debtor or the estate
• Entry of the interim order does not waive or relinquish the Prepetition Lender's right to be heard on any matter or to seek other or supplemental relief, including additional adequate protection
• The court retains jurisdiction to enforce the interim order and to adjudicate all matters and disputes arising from or related to its interpretation or implementation

Governing Law

• Florida law governs the DIP term sheet, without giving effect to any choice of law or conflict provision or rule that would cause the application of the laws of another jurisdiction
• In the event of any conflict between the motion, any other court order, or any other agreements and the interim order, the interim order governs; in the event of a conflict between the DIP term sheet and the interim order, the DIP term sheet governs, other than with respect to the extent of the debtor's stipulations