Exhibit 10.1
M.E.S.
[/s/ Myles E. Standish]
J.A.
[/s/ John Anderson]
OAKWOOD HOMES CORPORATION AND AFFILIATES
SUMMARY OF TERMS
$215,000,000
DEBTOR-IN-POSSESSION FINANCING FACILITY
I. INITIAL DIP FACILITY
Borrowers: Oakwood Homes Corporation and its affiliates which
are "debtors" under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the
District of Delaware (the "BANKRUPTCY COURT"). Each
Borrower shall be a joint and several co-obligor with
respect to the Initial DIP Facility.
Debtors: Same as Borrowers.
Initial DIP Facility: $15,000,000 non-revolving credit facility, subject to
increase, in the DIP Lender's sole discretion, to
$25,000,000 upon the pledging of the Tax Refund or other
additional Priority Lien Collateral (as defined below)
following due diligence of such additional collateral
(the "INITIAL DIP FACILITY"). No additional fees shall
be payable by the Borrowers for such facility increase.
The Borrowers shall seek approval of the Bankruptcy
Court in the interim order approving the Initial DIP
Facility (the "INTERIM ORDER") to pledge such additional
Priority Lien Collateral to the DIP Lender. If the DIP
Lender increases the Initial DIP Facility to $25,000,000
within 10 calendar days of the initial draw under the
Initial DIP Facility, the DIP Lender shall have until
December 18, 2002 (the "COMMITMENT DEADLINE") to provide
to the Borrowers a commitment (the "Commitment") to
provide the Permanent DIP Facility; however the DIP
Lender will agree to use its reasonable best efforts and
work in good faith to provide such commitment by
December 12, 2002. If the Borrowers elect for any reason
not to close the Permanent DIP Facility with the DIP
Lender or the Borrowers file a motion to approve an
alternative DIP financing arrangement (in either case
other than as a result of the failure of the DIP Lender
to provide such Commitment by the Commitment Deadline),
the DIP Lender will be entitled to a fee (the "BREAK-UP
FEE") in an amount equal to the sum of a break fee of
$2,150,000 and a due diligence fee of $500,000.
"Tax Refund" means the proceeds of the expected $26
million federal tax refund due the Borrowers and not yet
filed.
The proceeds of the Initial DIP Facility may be used for
general corporate purposes, including the costs of the
bankruptcy proceedings.
DIP Lender: Greenwich Capital Financial Products, Inc., Ranch
Capital LLC and Berkshire Hathaway Inc., as co-lenders
(collectively, the "DIP LENDER"), provided that one or
more of the co-lenders may instead be participants in
the Initial DIP Facility.
Agent: Greenwich Capital Financial Products, Inc.
Availability Prior
To Final Order: Upon entry of the Interim Order the entire $15,000,000
will be available to the Borrowers.
Term: All commitments of the DIP Lender under the DIP Facility
shall terminate and all advances outstanding under the
Initial DIP Facility shall be due and payable at the
earliest of: (i) the date which is 12 months after the
date the Debtors filed their petitions for relief under
Chapter 11 of the Bankruptcy Code; (ii) the consummation
of any sale pursuant to Section 363 of the Bankruptcy
Code of a material portion of the Debtors' assets; (iii)
the effective date of any plan of reorganization; (iv)
conversion of any of the Debtors' bankruptcy cases to a
case under Chapter 7 of the Bankruptcy Code; (v)
dismissal of any of the Debtors' bankruptcy cases; (vi)
the effective date of the Permanent DIP Facility; (vii)
December 30, 2002 if by such date the DIP Lender is
prepared to execute the Permanent DIP Facility on
substantially the terms set forth herein and the
Borrowers fail to execute such facility; (viii) the date
on which any other debtor-in-possession financing
arrangement provided by any person other than the DIP
Lender is approved by the Bankruptcy Court or (ix) the
occurrence of an event of default under the DIP Facility
(in either case, the "MATURITY DATE").
Interest Rate: One-month LIBOR plus 5.0% per annum subject to a floor
of 9.5% per annum, payable monthly in arrears on the 5th
Business Day of the month.
Default Rate: Upon the occurrence of an Event of Default, the Interest
Rate shall be increased by 200 basis points.
Facility Fee: $1,000,000 payable upon entry of the Interim Order
approving the Initial DIP Facility.
Letter of Credit Fee: 5.0% per annum
Nonusage Fee: None
Collections of
Proceeds: Unless the Borrowers pledge to the DIP Lender additional
Priority Lien Collateral, acceptable to the DIP Lender
in its sole discretion, (a) all proceeds of the
Servicing Advance Receivables will be used to repay the
Initial DIP Facility and (b) such proceeds will be
remitted to the DIP Lender on the 3rd Business Day of
each week for the preceding week or on such other less
frequent schedule acceptable to the DIP Lender. So long
as no Event of Default has occurred under the DIP
Facility, net cash proceeds up to $20,000,000 from any
asset sales other than the Servicing Advance Receivables
may be applied by the Borrowers for general corporate
purposes subject to restrictions applicable under any
prepetition loan agreement
Collateral: All indebtedness and obligations under the DIP Facility,
including without limitation the Break-up Fee and all
other fees and expenses due the DIP Lender, will be
secured by security interests and liens granted pursuant
to Section 364(c) and (d) of the Bankruptcy Code (a)
with priority over all valid and perfected existing and
future security interests, liens, claims and
encumbrances, in and on the Servicing Advance
Receivables (as defined below) and the proceeds thereof
(the "PRIORITY LIEN COLLATERAL") and (b) with priority
junior to all valid and perfected existing security
interests, liens, claims and encumbrances as of the date
of entry of the
Interim Order, in and on all other real and personal
property, tangible or intangible assets, including all
bank accounts, deposits and cash, wherever located,
whether now existing or hereafter acquired of the
Debtors, the Debtors' bankruptcy estates and the
subsidiaries and affiliates of the Debtor (the "JUNIOR
LIEN COLLATERAL" and together with the Priority Lien
Collateral, the "Collateral") and all proceeds,
products, rents, revenues and profits of the Collateral
(exclusive of any avoidance actions available to the
bankruptcy estates of the Debtors pursuant to Sections
544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the
Bankruptcy Code), subject only to the Carve-Out (as
defined below). In addition, to the extent of the
outstanding obligations of the Borrowers under the DIP
Facility, the DIP Lender shall be granted superpriority
claims over all other claims against the Debtors other
than the Carve-Out (as defined below). Notwithstanding
the foregoing, the Collateral shall not include Debtors'
"raw materials" as described on Scheduled A to the
September 30, 2002 Executive Report.
No costs or expenses of administration shall be
imposed against the Collateral under Section 506(c)
of the Bankruptcy Code other than the Carve-Out (as
defined below).
Servicing Advance
Receivables: All rights of reimbursement of the Borrowers existing as
of November 15, 2002 totaling not less than $75,000,000
relating to amounts expended by the Borrowers, as
servicer, or advanced to the securitization trusts
created by the Borrowers, as servicer, in the
approximate amount of $110,000,000 for which the
Borrowers are either presently entitled to reimbursement
or for which the Borrowers will become entitled to
reimbursement upon the liquidation of repossessed
manufactured housing units relating to such advances or
upon the taking of other action by the Borrowers,
including without limitation, determining that certain
of such expenditures or advances are unrecoverable from
the underlying obligor or from proceeds of liquidation
of the obligor's manufactured housing unit. Such
Servicing Advance Receivables are commonly referred to
as "Servicing Advances", "P&I Advances", "Corporate
Advances", "Escrow Advances", "Repo Expense Advances",
and "Liquidation Expense Advances".
Carve-Out: Following an Event of Default, carve-out for
professionals fees approved by the Bankruptcy Court not
to exceed $500,000, provided however, that the Carve-Out
shall not act as a limit on the fees payable to the U.S.
Trustee in the Chapter 11 Case pursuant to the
Bankruptcy Code, 28 U.S.C. Section 1930, or other
similar statute mandating payment of U.S. Trustee fees.
Conditions Precedent: Standard for DIP loans and including the following
additional conditions precedent:
1. Entry of Interim Order approving the DIP
Facility, in form and substance acceptable
to the DIP Lender, and the pledging of
additional Priority Lien Collateral in
support of the increase of the Initial DIP
Facility to $25,000,000.
2. Standstill agreement with lender under the
Foothill Facility and continuation of the
CSFB Warehouse Facility on substantially the
pre-petition terms of such facility with
such modifications as are approved by the
DIP Lender.
3. Execution of an intercreditor agreement
among the lenders under the Foothill
Facility and the DIP Lender satisfactory in
form and substance to the DIP Lender.
Representation &
Warranties: Customary for transactions of this nature including but
not limited to:
1. Borrowers hold all rights, title and
interest in the Servicing Advance
Receivables free and clear of all liens,
encumbrances and rights of setoff.
2. Servicing Advance Receivables, in the
aggregate amount of at least $75,000,000,
qualify as "P&I Advances", "Escrow
Advances", "Servicing Advances" or
"Liquidation Expenses" under the relevant
securitization documents and the Borrowers
have no reason to believe that the foregoing
do not qualify for reimbursement under the
terms of the related securitization
documentation.
3. Servicing Advance Receivables in the
aggregate amount of at least $75,000,000 are
outstanding and have not been reimbursed to
Borrowers or any of their affiliates.
Affirmative Covenants: Standard for DIP loans, including:
1. Monthly and weekly reporting requirements as
determined by the DIP Lender.
2. Reporting on usage of Foothill Facility and
CSFB Warehouse Facility.
3. Borrower will seek reimbursement of
Servicing Advances consistent with past
practices.
4. Borrower will seek reimbursement of
Servicing Advances seasonably upon becoming
so entitled under the relevant
securitization documentation.
5. Borrower will use its reasonable best
efforts to satisfy the conditions precedent
to obtain approval of the Permanent DIP
Facility by December 20, 2002.
6. At all times following December 31, 2002 the
Borrowers shall on a consolidated basis
maintain liquidity (cash and cash
equivalents and undrawn committed amounts
available under the Initial DIP Facility or
the CSFB Warehouse Facility) of at least
$5,000,000.
7. Sell or securitize at least $150,000,000 in
whole loans by December 31, 2002 with cash
proceeds of at least 90%. Following
January 31, 2003 whole loan sales must net
cash proceeds of at least 95%.
8. Oakwood Acceptance Corp. (or an affiliate
approved by the DIP Lender) shall at all
times be the servicer of the loans relating
to the Servicing Advance Receivables and
shall perform its obligations in accordance
with the related Pooling and Servicing
Agreements.
Negative Covenants: Standard for DIP loans, including the following
additional covenants:
1. No material adverse change without DIP
Lender consent to the servicing rights
relating to the securitization trusts for
which any of the Borrowers is the servicer.
Events of Default: Standard for DIP loans and including the following
additional Events of Default (notice and cure provisions
to be discussed):
1. The sale or other transfer of Borrowers'
servicing rights to a third party without
such third party purchasing all Servicing
Advance Receivables relating to such
servicing rights at a cash price equal to at
least 75% of face amount.
2. Failure of the Debtors to obtain a final
order of the Bankruptcy Court approving the
Initial DIP Facility within 45 days of the
Interim Order, which final order shall have
become final and nonappealable.
3. The occurrence of any event of default under
the Foothill Facility or CSFB Warehouse
Facility which remains uncured after 5
Business Days.
4. The Borrowers or a wholly owned affiliate
cease to be the servicer under each of the
securitization trusts for which Servicing
Advance Receivables are outstanding.
5. The cessation of any material business
operation of the Borrowers.
Governing Law: New York law shall govern the Initial DIP Facility.
Expenses and
Indemnification: The Borrowers will reimburse the DIP Lender for its
reasonable out-of-pocket costs and expenses (including
reasonable attorneys' fees and expenses) incurred in
connection with the diligence, documentation, execution,
monitoring and enforcement of the Initial DIP Facility
and in connection with the diligence and documentation
of the Permanent DIP Facility, including without
limitation real estate appraisals and inventory
verification and analysis whether or not the Permanent
DIP Facility is executed and whether or not the DIP
Lender provides the Commitment. Indemnification
provisions customary for DIP transactions will be
provided in the Initial DIP Facility.
II. PERMANENT DIP FACILITY
Borrowers: Oakwood Homes Corporation and its affiliates which
are "debtors" under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the
District of Delaware (the "BANKRUPTCY COURT"). Each
Borrower shall be joint and several co-obligors with
respect to the Permanent DIP Facility.
Debtors: Same as Borrowers.
Permanent DIP Facility: $215,000,000 credit facility (the "PERMANENT DIP
FACILITY" or the "FACILITY"), consisting of two tranches
as follows:
- TRANCHE A SUBFACILITY: $125,000,000 revolving
credit facility for general corporate purposes
(consistent with 12-month operating budget (the
"BUDGET") to be agreed between the Borrowers and
the DIP Lender), with an additional $15,000,000
available for up to 30 consecutive days in any
calendar quarter, subject to satisfaction of the
Tranche A Borrowing Base.
- TRANCHE B SUBFACILITY: $75,000,000 revolving
structured financing vehicle for the funding of
P&I Advances.
Maximum Credit: $215,000,000, the sum of the Tranche A Subfacility and
the Tranche B Subfacility.
DIP Lender: Greenwich Capital Financial Products, Inc., Ranch
Capital LLC and Berkshire Hathaway Inc., as co-lenders
(collectively, the "DIP LENDER"), provided that one or
more of the co-lenders may instead act as participants
in the Permanent DIP Facility.
Agent: Greenwich Capital Financial Products, Inc.
Term: All commitments of the DIP Lender under the Facility
shall terminate and all advances outstanding under the
Facility shall be due and payable at the earliest of:
(i) the date which is 11 months after the date the
Debtors filed their petitions for relief under Chapter
11 of the Bankruptcy Code; (ii) the consummation of any
sale pursuant to Section 363 of the Bankruptcy Code of
all or substantially all of Debtors' assets; (iii) the
effective date of any plan of reorganization; (iv)
conversion of any of the Debtors' bankruptcy cases to a
case under Chapter 7 of the Bankruptcy Code; (v)
dismissal of any of the Debtors' bankruptcy cases; or
(vi) the occurrence of an event of default under the
Facility (in either case, the "MATURITY DATE").
Interest Rate: One-month LIBOR plus 5.0% per annum subject to
a floor of (a) 9.5% per annum on Tranche A advances
outstanding and (b) 7.5% per annum on Tranche B
advances outstanding, payable monthly in arrears on
the 5th Business Day of the month.
Default Rate: Upon the occurrence of an Event of Default, the Interest
Rate shall be increased by 200 basis points.
Facility Fee: The DIP Lender will be entitled to receive as
compensation for the Permanent DIP Facility, (a) 2%
of the Maximum Credit payable upon approval of the
Facility by the Bankruptcy Court less the $1,000,000
Facility Fee paid under the Initial DIP Facility and
(b) 2% of the Maximum Credit payable at the Maturity
Date.
Letter of Credit Fee: 5.0% per annum
Nonusage Fee: 0.50% per annum on daily average unused amount of
Tranche A payable monthly in arrears
Use of Asset
Disposition Proceeds: So long as no Event of Default or material default has
occurred under the Facility, net aggregate cash proceeds
up to $38,000,000 from any sales of or recoveries on
assets not included in the Borrowing Base may be applied
by the Borrowers for general corporate purposes.
Collateral: All indebtedness and obligations under the Facility will
be secured by security interests and liens granted
pursuant to Section 364(c) and (d) of the Bankruptcy
Code (the "PRIORITY LIEN"), with priority over all valid
and perfected existing and future security interests,
liens, claims and encumbrances, in and on all real and
personal property, tangible or intangible assets,
including all bank accounts, deposits and cash, wherever
located, whether now existing or hereafter acquired of
the Debtors, the Debtors' bankruptcy estates and the
subsidiaries and affiliates of the Debtor (the
"COLLATERAL") and all proceeds, products, rents,
revenues and profits of the Collateral (exclusive of any
avoidance actions available to the bankruptcy estates of
the Debtors pursuant to Sections 544, 545, 547, 548,
549, 550, 553(b) or 724(a) of the Bankruptcy Code),
subject only to (a) the Carve-Out (as defined below),
(b) liens on inventory owned by Suburban and New
Dimension Homes, Inc. securing Indebtedness to their
respective floor plan lenders in an aggregate
outstanding amount not exceeding $10,000,000, and (c)
Liens on the IRB Properties securing the IRBs issued
prior to the petition date. In addition, to the extent
of the outstanding obligations of the Borrowers under
the Facility, the DIP Lenders shall be granted
superpriority claims over all other claims against the
Debtors other than the Carve-Out (as defined below).
Notwithstanding the foregoing, the Collateral shall not
include Debtors' "raw materials".
No costs or expenses of administration shall be imposed
against the Collateral under Section 506(c) of the
Bankruptcy Code other than the Carve-Out (as defined
below).
The Tranche A Subfacility and the Tranche B Subfacility
will be cross-collateralized and cross-defaulted.
Carve-Out: Professionals fees not to exceed an agreed limit,
provided however, that the Carve-Out shall not limit the
fees payable to the U.S. Trustee in the Chapter 11 Case
pursuant to the Bankruptcy Code, 28 U.S.C. Section 1930,
or other similar statute mandating payment of U.S.
Trustee fees.
Tranche A
Borrowing Base: The Borrowing Base assets and indicative Borrowing Base
value of such assets for the Tranche A Subfacility
(based on September 30, 2002 balance sheet) are as
follows (all amounts are approximate):
- Eligible Inventory (based on market experience or $60 million
as provided in the Foothill Facility):
- Eligible Accounts (as provided in the Foothill
Facility): $10 million
- Retained subordinate bonds from the Borrower's $5 million
securitizations at approximately 67% of
DIP Lenders valuation:
- Haircut value of $150,000,000 CSFB Warehouse $7.5 million
Facility at approximately 50% of the portion of
such haircut which would be realized
in cash proceeds based on the Borrowers' most
recent securitization cash execution:
- Existing Servicing Advance Receivables $40 million
(methodology and analysis not yet
finalized; however, Borrowing Base expected to be
approximately 50% of face amount of advances
projected to be collectible):
* - Eligible Advances made post-petition $2.5 million
(approximately 75% of face): initially
- Real Estate (based on 50% quick-sale appraisal in $25 million
the case of corporate headquarters and 25% of
quick-sale appraisal in the case of
any other real estate parcel with a quick-sale
appraised value over $1 million, subject to a
maximum aggregate of $25 million):
- Real Estate (based on 80% of executed contract of TBD
sale purchase price with no due diligence
condition and nonrefundable deposit of at least
5%):
Tranche B
Borrowing Base: 1999-B Series and Earlier Loan-Level P&I Advances: 90%
1999-C Series and Later Pool-Level P&I Advances: 99%
The Tranche B Subfacility will use or be based on
existing Prudential Facility structure (including $2
million reserve) for Pool-Level P&I Advances and a
separate but similar structure for Loan-Level P&I
Advances (until the Prudential Facility can be expanded
to accommodate Loan-Level P&I Advances).
The pool factor for any series must be 20% or greater
and loans delinquent greater than 30 days in any series
must not constitute more than 40% by principal balance
of the remaining loans in such series.
Conditions Precedent: Standard for DIP loans and including the following
additional conditions precedent:
1. Entry of an order of the Bankruptcy Court
approving the Facility, in form and substance
acceptable to the DIP Lender, which order shall
have become final and nonappealable.
2. Continuation of the CSFB Warehouse Facility on
substantially the pre-petition terms of such
facility with such modifications as are approved
by the DIP Lender.
3. Completion of diligence by Lender to Lender's sole
satisfaction.
4. Approval of The Royal Bank of Scotland Group
Credit Committee.
Representation &
Warranties: Customary for transactions of this nature, including the
following additional representations and warranties:
1. Servicing Advance Receivables, in the aggregate
amount of at least $90,000,000, qualify as "P&I
Advances", "Escrow Advances", "Servicing Advances"
or "Liquidation Expenses" under the relevant
securitization documents and the Borrowers have no
reason to believe that the foregoing do not
qualify for reimbursement under the terms of the
related securitization documentation.
2. Servicing Advance Receivables in the aggregate
amount of at least $90,000,000 are outstanding and
have not been reimbursed to Borrowers or any of
their affiliates.
3. Other representations and warranties regarding the
Collateral reasonably requested by the DIP Lender.
Affirmative Covenants: Standard for DIP loans, including:
1. Monthly and weekly reporting requirements as
determined by the DIP Lender.
2. Reporting on usage of CSFB Warehouse Facility.
3. Borrower will seek reimbursement of Servicing
Advances consistent with past practices.
4. Borrower will seek reimbursement of Servicing
Advances promptly upon becoming so entitled under
the relevant securitization documentation.
5. Borrower will use its reasonable best efforts to
satisfy the conditions precedent to obtain
approval of the Permanent Facility by December 19,
2002.
6. The Borrowers shall at all times on a consolidated
basis maintain liquidity (cash and cash
equivalents and undrawn committed amounts
available under
the Facility or the CSFB Warehouse Facility) of at
least $5,000,000.
7. Sell or securitize at least $150,000,000 in whole
loans by December 31, 2002 with cash proceeds of
at least 90%. Following January 31, 2003 whole
loan sales must net cash proceeds of at least 95%.
Whole loan sales or securitizations provided for
in the Budget must occur within 30 days of the
date budgeted and must be in an amount equal to
the lesser of $100,000,000 or 80% of the
Borrowers' unsecuritized whole loans.
8. Continued retention of restructuring advisory
professionals.
9. File disclosure statement and plan of
reorganization by January 15, 2003; obtain order
of the Bankruptcy Court approving disclosure
statement by February 28, 2003; obtain order of
the Bankruptcy Court confirming plan of
reorganization by May 15, 2003, which order shall
have become final and nonappealable; provided that
a breach of any of the foregoing covenants shall
not become an Event of Default unless all of the
DIP Lenders so agree.
10. Obtain an order of the Bankruptcy Court approving
disclosure statement by August 31, 2003, which
order shall have become final and nonappealable.
11. Modifications to servicing fee provisions of
Pooling & Servicing Agreements to be discussed.
11. Oakwood Acceptance Corp. (or an affiliate approved
by the DIP Lender) shall at all times be the
servicer of the loans relating to the Servicing
Advance Receivables and shall perform its
obligations in accordance with the related Pooling
and Servicing Agreements.
12. The Borrowers shall file a federal tax refund
claim in the amount of at least $26,000,000 by
December 30, 2002 and shall receive such refund no
later than March 15, 2002.
13. In the event a Borrowing Base deficiency exists on
any date of computation, the Borrowers shall
within one Business Day of receipt of notice repay
the Facility in the amount of such deficiency.
14. Operating performance and liquidity of the
Borrowers shall not vary materially adversely from
the Budget.
Negative Covenants: Standard for DIP loans, including the following
additional covenants:
1. Without DIP Lender consent no material adverse
change to the rights of the servicer under the
Pooling and Servicing Agreements relating to the
securitization trusts for which any of the
Borrowers is the servicer.
2. The filing by the Borrowers of a disclosure
statement or plan of reorganization incorporating
terms materially different than the restructuring
outline disclosed publicly by the Borrowers on
November 15, 2002 and filed on Form 8-K on
November 18, 2002; provided that a breach of the
foregoing covenant shall not
become an Event of Default unless both GCFP and
Berkshire agree.
Events of Default: Standard for DIP loans and including the following
additional Events of Default:
1. The sale or other transfer of Borrowers' servicing
rights to a third party without such third party
purchasing all Servicing Advance Receivables
relating to such servicing rights at a cash price
equal to the greater of the Borrowing Base
attribute to such receivables and 75% of face
amount.
2. The occurrence of any event of default under the
CSFB Warehouse Facility, the suspension of funding
thereunder by CSFB or a material reduction of the
committed credit amount.
3. Oakwood Acceptance Corp. or a wholly owned
affiliate approved by the DIP Lender ceases to be
the servicer under each of the securitization
trusts for which Servicing Advance Receivables are
outstanding.
4. The cessation of material business operations of
the Borrowers.
Cash Sweep: All unrestricted cash of the Borrowers in excess of $5
million will be swept monthly to repay Tranche A
Advances but such repayment will not reduce the Tranche
A Borrowing Base unless such cash represents proceeds of
Borrowing Base Assets. Upon an Event of Default the DIP
Lender may sweep unrestricted cash in repayment of the
DIP obligations.
Asset Sales or
Recoveries: So long as no Event of Default has occurred under the
Facility, net cash proceeds in the aggregate amount of
$38,000,000 realized from any asset other than assets
included in the Borrowing Base ("BORROWING BASE ASSETS")
may be retained by the Borrowers for working capital
needs.
Governing Law: New York law shall govern the Initial Facility.
Expenses and
Indemnification: The Borrowers will reimburse the DIP Lender for its
reasonable out-of-pocket costs and expenses (including
reasonable attorneys' fees and expenses) incurred in
connection with the diligence, documentation, execution,
monitoring and enforcement of the Permanent DIP
Facility, including without limitation real estate
appraisals and inventory verification and analysis.
Indemnification provisions customary for DIP
transactions will be provided in the Permanent DIP
Facility.