Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Nordbank International AG, acting in its capacity as administrative agent under this Agreement and the other DIP Loan Documents, together with its successors and assigns in such capacity. "Advance" means each disbursement of DIP Loan proceeds made by the DIP Lenders to the Bo

Section 1.02 — Rules of Interpretation (a) Unless the context otherwise requires, (i) words in the singular include the plural and vice versa, (ii) references to "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole, including all Exhibits and Schedules, and not to any particular Article, Section, or other subdivision, (iii) references to any Article, Section, Exhibit, or Sch

Section 2.01 — DIP Loan Commitments (a) Commitment. Subject to the terms and conditions set forth in this Agreement and in the DIP Order, each DIP Lender agrees, severally and not jointly, to make term loans (each, an "Advance" and, collectively, the "DIP Loans") to the Borrower during the Availability Period in an aggregate principal amount not to exceed such DIP Lender's Commitment as set forth on Schedule 1.01 her

Section 2.02 — Use of Proceeds (a) The proceeds of the DIP Loans shall be used by the Borrower solely for the following purposes: (i) working capital and general corporate purposes of the Borrower during the pendency of the Bankruptcy Case, in each case consistent with the Approved Budget; (ii) payment of administrative expenses of the Bankruptcy Case, including, without limitation, legal fees, financial advisory fee

Section 2.03 — Interest Rate (a) Applicable Rate. Each DIP Loan shall bear interest from the date of the applicable Advance at a per annum rate equal to the sum of (i) SOFR (determined on a one-month basis) plus (ii) six hundred (600) basis points (6.00%) (such sum, the "Applicable Rate"). (b) SOFR Floor. Notwithstanding anything to the contrary herein, if SOFR on any date of determination is less than [●]% per annum

Section 2.04 — Commitment Fee (a) The Borrower shall pay to the DIP Agent, for the ratable benefit of the DIP Lenders, a non-refundable commitment fee (the "Commitment Fee") in an amount equal to one-half of one percent (0.50%) of the aggregate Commitments, being Three Hundred Seventy-Five Thousand Dollars ($375,000). (b) The Commitment Fee shall be fully earned on the Closing Date and shall be payable in full on the

Section 2.05 — Agent Fee (a) The Borrower shall pay to the DIP Agent a non-refundable annual agency fee (the "Agent Fee") in the amount of $[●] per annum. (b) The Agent Fee shall be payable quarterly in advance, commencing on the Closing Date, and shall be prorated for any partial quarter. > [C&H Comment — Section 2.05]: Request disclosure of the Agent Fee amount from Nordbank. Standard DIP agent fees in comparable t

Section 2.06 — Repayment and Prepayment (a) Mandatory Repayment. All outstanding DIP Loans, together with all accrued and unpaid interest, fees, costs, expenses, and other amounts constituting DIP Obligations, shall be repaid in full in cash on the earliest to occur of (each, a "Termination Event"): (i) the Maturity Date (being twelve (12) months after the Petition Date); (ii) the effective date of a Chapter 11 plan

Section 2.07 — Superpriority Claims and Priming Liens (a) Superpriority Administrative Expense Claim. Pursuant to Section 364(c)(1) of the Bankruptcy Code, all DIP Obligations shall constitute allowed superpriority administrative expense claims against the Borrower and the Borrower's estate (the "DIP Superpriority Claims"), with priority over all administrative expenses of the kind specified in Sections 503(b) and 50

Section 2.08 — Adequate Protection (a) Adequate Protection for Prepetition Secured Lenders. As adequate protection of the interests of the Prepetition Agent and the Prepetition Lenders in the Collateral (in respect of approximately $540,000,000 in outstanding Prepetition Obligations), the Borrower shall provide the following: (i) Replacement Liens. The Prepetition Agent, for the benefit of the Prepetition Lenders, sh

Section 2.09 — Carve-Out (a) Professional Fee Carve-Out. Notwithstanding any other provision of this Agreement or the DIP Order, the DIP Liens and DIP Superpriority Claims shall be subject to a carve-out (the "Carve-Out") for the following: (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee under 28 U.S.C. § 1930(a) (without regard to any limitation th

Section 2.10 — Cash Management (a) Existing Cash Management System. The Borrower shall be authorized to maintain its existing cash management system in substantially the same manner as operated prepetition, subject to entry of a first-day order of the Bankruptcy Court approving the continued use of such cash management system (the "Cash Management Order"). (b) Control Agreements. All cash and deposit accounts of the

ARTICLE III — SECURITY AND PRIORITY

Section 3.01 — Grant of Security Interest (a) As collateral security for the prompt and complete payment and performance when due of all DIP Obligations, the Borrower hereby grants to the DIP Agent, for the ratable benefit of the DIP Secured Parties, a continuing, first-priority priming security interest in and lien on all of the Borrower's right, title, and interest in and to all Collateral, whether now owned or her

Section 3.02 — Priority of DIP Liens The DIP Liens and other interests of the DIP Secured Parties in the Collateral shall have the following priority (from senior to junior): (1) DIP Liens — First priority, priming all other liens and encumbrances on the Collateral pursuant to Section 364(d)(1) of the Bankruptcy Code; (2) Carve-Out — The DIP Liens and DIP Superpriority Claims shall be subject and subordinate to the C

Section 3.03 — Perfection (a) Perfection by DIP Order. The DIP Liens shall be deemed duly perfected upon entry of the applicable DIP Order, without the necessity of (i) the filing of any UCC financing statements, (ii) the recording of any mortgages, deeds of trust, or similar instruments, (iii) the execution or delivery of any deposit account control agreements, (iv) the possession or control of any Collateral, or (v