Extract to table

The scope of the Firm's representation shall include, without limitation, the following: (a) Structuring and Documenting the DIP Facility

Retainer Concurrently with the execution of this engagement letter, the Client shall pay to the Firm a retainer in the amount of $500,000 (Five Hundred Thousand Dollars) (the "Retainer")

The Retainer shall be funded by Driftwood on a pre-petition basis and shall be transmitted by wire transfer in accordance with the instructions set forth in Enclosure 1 hereto

The Retainer shall be held in trust and may be applied against fees and expenses incurred in connection with the engagement upon the Firm's rendering of an invoice to the Client

Any unused portion of the Retainer shall be returned to the Client promptly upon the conclusion of the engagement, after application against any outstanding fees and expenses

In the event that the Debtors' estates fail to reimburse the Firm's fees and expenses for any reason (including, without limitation, conversion of the Chapter 11 case to a case under Chapter 7, dismissal of the case, or the Bankruptcy Court's denial or reduction of the Firm's fees), the Client shall remain responsible for the payment of all outstanding amounts