DIP Sample Clauses

DIP. Loan Documents means, collectively, the following agreements, each of which shall be in form and substance satisfactory to the Lender and Alcoa, each in its sole discretion: (a) this Agreement; (b) a deed of hypothec with and without delivery for an amount of CDN$230,000,000 charging the universality of each Loan Party’s movable and immovable property, present and future (the “Hypothec”); (c) a guarantee from each of the Subsidiary Guarantors of all of the obligations of the Borrower under the DIP Loan Documents; (d) a debenture charging the real property and personal property of each Loan Party (the “Debenture”) ; and (e) any other similar or related document (including any control agreement if required) reasonably required to perfect or render the security enforceable.

DIP. Collateral Subject to the Carve-Out, the DIP obligations will be secured by all present and after-acquired property and assets of the Borrower and Guarantors and all proceeds thereof, including substantially all inventory, real property, equipment (including, but not limited to, spare parts), accounts, cash and cash equivalents, general intangibles, intercompany receivables and rights in intercompany arrangements, contract rights, supporting obligations and letter-of-credit rights, instruments (including, but not limited to, intercompany notes, receivables and other payment obligations), deposit accounts, investment property (including, but not limited to, 100% of the equity interests held by the Borrower and/or any Guarantor in their respective direct Subsidiaries), intellectual property, books and records, investments, vessels and mobile offshore drilling units (including without limitation any jackup rig, semi-submersible rig, drillship, and barge rig) (each such vessel or unit now or hereafter owned by the Borrower and/or any Guarantor, an “Owned Rig” and each such vessel or unit now or hereafter chartered or managed by the Borrower and/or any Guarantor and not owned by the Borrower and/or any Guarantor, a “Third Party Rig”) (each Owned Rig and Third Party Rig, individually a “Rig” and collectively, the “Rigs”), charters, intercompany charters, drilling contracts, rig or vessel construction contracts, any kind of agreement relating to the employment of Rigs, services agreement, insurance, insurance claims, rig or vessel earnings, proceeds of all owned and leased real estate and subject to and after entry of the DIP Order (on a final basis, if applicable), all proceeds or other assets recovered, unencumbered or otherwise, whether by judgment, settlement or otherwise, that is the subject of the Debtors’ claims and causes of action under Chapter 5 of the Bankruptcy Code (such claims and causes of action, the “Avoidance Actions”) (the assets described above, collectively the “DIP Collateral”). The DIP Collateral shall be secured by (i) first priority senior liens pursuant to section 364(c)(1) of the Bankruptcy Code to the extent such DIP Collateral is unencumbered as of the Petition Date and (ii) junior perfected liens pursuant to section 364(c)(3) of the Bankruptcy Code to the extent such DIP Collateral is subject to valid, properly perfected, enforceable and unavoidable liens existing as of the Petition Date or that are perfected as permitted by Section ...

DIP. Exit Financing The Company will be a guarantor of certain new warehouse refinancing agreements to be entered into by Ditech Financial LLC and Reverse Mortgage Solutions Inc., as borrowers (the “DIP/Exit Facility”), which shall provide for the refinancing of existing warehouse lines of Ditech Financial LLC and Reverse Mortgage Solutions Inc.; provided that, the terms and conditions of the DIP/Exit Facility (including, but not limited to, any Definitive Documents memorializing the DIP/Exit Facility) shall be acceptable in all material respects to the Requisite Creditors.

DIP. Collateral Substantially all present and after acquired property (whether tangible, intangible, real, personal or mixed) of the Loan Parties, wherever located, including, without limitation, all accounts, deposit accounts, inventory, equipment, capital stock in subsidiaries of the Loan Parties, including, for the avoidance of doubt, any equity or other interests owned by the Loan Parties in the Loan Parties’ non-Debtor and/or jointly-owned subsidiaries (other than ▇▇ ▇▇▇▇▇, LLC), with limitations on the pledge of equity or other interests in foreign subsidiaries consistent with the Prepetition FLTL Credit Agreement as in effect during the “Restriction Period” (as defined therein), investment property (including securities accounts and commodity accounts), instruments, chattel paper, real estate, leasehold interests, contracts, patents, copyrights, trademarks and other general intangibles, and all products and proceeds thereof, subject to customary exclusions and excluding (i) any causes of action under Bankruptcy Code sections 502(d), 544, 545, 547, 548, 549, 550 or 553 or any other avoidance actions under the Bankruptcy Code or applicable non- bankruptcy law but, subject to entry of the Final DIP Order, including the proceeds thereof, and (ii) the Trust A NPI, the Trust A-1 NPI, the Trust A Account, any interest in Trust A, the Permitted Surety Bonds or the Letters of Credit (each as defined in the Apache Decommissioning Agreement) (the collateral described in clause (ii), the “Apache Collateral”) (collectively, the “DIP Collateral” and the liens on the DIP Collateral securing the DIP Facility, the “DIP Liens”). The Debtors agree that the DIP Credit Agreement shall provide for the negative pledges set forth in Section 4(f) the Prepetition FLTL Forbearance Agreement as in effect during the “Restriction Period” (as defined therein) and shall obtain the collateral arrangements and negative pledges set forth in Section 6(a)(iii) of the Prepetition FLTL Forbearance Agreement (subject to any limitations under applicable law).

DIP. Loan Documents — this Agreement, each other Security Document, each Guaranty Agreement, the Subordination Agreements, the Notices of Borrowing, Borrowing Base Certificates, Compliance Certificates, UCC-1 financing statements and all other documents and instruments now or hereafter evidencing, describing, guaranteeing or securing the Obligations contemplated hereby or delivered in connection herewith, as they may be modified, amended, extended, renewed, restated or substituted from time to time. DIP Term — a period commencing on the date of entry of the Interim DIP Financing Order and ending on the Outside Commitment Date. Distribution — in respect of any entity, (i) any payment of any dividends or other distributions on Equity Interests of the entity (except distributions in such Equity Interests) and (ii) any purchase, redemption or other acquisition or retirement for value of any Equity Interests of the entity unless made contemporaneously from the net proceeds of the sale of Equity Interests. Document — shall have the meaning given to the term “document” in the UCC, but shall exclude documents related exclusively to Fixed Assets. Dollars and the sign $ — lawful money of the United States of America. Domestic Subsidiary — a Subsidiary of a Borrower that is incorporated under the laws of a state of the United States or the District of Columbia. Dominion Account — a special account of a Borrower or Lender established by such Borrower at Lender and over which Lender shall have exclusive access and control for withdrawal purposes. EBITDA — with respect to any fiscal period of Borrowers, Adjusted Net Earnings, plus, to the extent deducted in the determination of Adjusted Net Earnings for that fiscal period, interest expenses, federal, state, local and foreign income taxes, and depreciation and amortization.

DIP. Obligations The terms and conditions of the DIP Agreement hereby are approved on an interim basis and the Debtors are authorized and directed to execute and deliver the DIP Agreement and any instruments or documentation in connection therewith, to borrow money and to perform the obligations arising thereunder in accordance with and subject to the terms of this Interim Order and the DIP Agreement. Upon execution and delivery, the DIP Agreement shall represent valid and binding obligations of the Debtors and their estates, enforceable against the Debtors, their estates and any successors thereto, including without limitation, any trustee or examiner appointed in the Bankruptcy Cases, or in any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Bankruptcy Cases in accordance with the terms of the DIP Agreement and this Interim Order (all Obligations as defined in the DIP Agreement, the “DIP Obligations”).

DIP specification for content data types and rendering scenarios The data content type categories with which the E-­‐ARK-­‐project operates contribute to provide a clearer understanding about which tools and IP specifications are necessary to underpin them. A final decision on which data content types to use has still to be made in unison by E-­‐ARK WP3, 4 and 5 and will be specified in other tasks and published in separate reports. For now the content data types in scope of E-­‐ARK36 are: 1. Single records, e.g. from ERMS (e.g. PDF, TIFF) 2. Databases (in SIARD-­‐E format) 3. Geo-­‐data (in GML format) 4. Datasets for data mining (in OLAP cubes) After a DIP has been created and exported to the staging area, it needs to be rendered to a viewer. Detailed rendering scenarios will be defined and described for each content data type but this is not part of the DIP format specification and will not be part of this deliverable.

DIP. Agent The administrative agent and collateral agent for the DIP Facility (the “DIP Agent”) will be selected by the Required DIP Lenders. Borrowers ▇▇▇▇▇▇▇ Group Inc. (“▇▇▇▇▇▇▇ Parent”) and ▇▇▇▇▇▇▇ Holdings Company Ltd. III (together with ▇▇▇▇▇▇▇ Parent, the “Borrowers” and, collectively with the Guarantors, the “Obligors” and, collectively with all direct and indirect subsidiaries of ▇▇▇▇▇▇▇ Parent, the “Company”). Guarantors Each of the subsidiaries of ▇▇▇▇▇▇▇ Parent that is listed on Schedule 1 hereto. Term The DIP Facility will mature on the earliest of (i) the effective date of any chapter 11 plan for any of the Debtors, (ii) as directed by the Required DIP Lenders following and during the continuation of any Event of Default (as defined below) under the DIP Facility and (iii) one year following entry of the DIP Order (the first of the foregoing to occur, the “DIP Maturity Date”). Interest Rate LIBOR + 6% per annum paid in cash, monthly in arrears. Default Interest Rate 2% in excess of the Interest Rate, paid in cash. Fees Commitment Fee of 2% (based on the Total DIP Commitment), which shall be fully earned and due and payable to the DIP Lenders by the Borrowers upon entry of the DIP Order; provided, however, that the Commitment Fee shall be reduced, without duplication, dollar for dollar by the amount of any commitment fee previously paid to the DIP Lenders that are members of the Secured Notes Ad Hoc Group pursuant to the Prior DIP Term Sheet, and such reduction shall be applied to such DIP Lenders that previously received a commitment fee. In addition, the Borrowers shall pay to the DIP Lenders an exit fee equal to 1% of the aggregate principal amount of any DIP Loan repaid or prepaid or that remain outstanding on the DIP Maturity Date, such fee to be fully earned on the closing of the DIP Facility and due and payable on each prepayment or repayment date on the portion of DIP Loans so prepaid or repaid, or on the DIP Maturity Date, as applicable. Use of Proceeds The proceeds of the DIP Facility shall be used by the Company in accordance with the Semi-Annual Cash Flow Forecast (as defined below) to provide working capital to the Company, fund the costs of the administration of the Debtors’ bankruptcy cases and the consummation of the restructuring as provided in the Plan, which shall provide for the treatment of the DIP Facility as set forth in this Term Sheet or otherwise as agreed upon by the Debtors and the Required DIP Lenders, in their reasonabl...

DIP. P.E. 1976 M.Ed.