DIP. Collateral All present and after acquired property (whether tangible, intangible, real, personal or mixed) of the Loan Parties, wherever located, including, without limitation, all accounts, all deposit accounts, securities accounts and commodities accounts, inventory, equipment, capital stock in subsidiaries of the Loan Parties, including, for the avoidance of doubt, any equity or other interests in the Loan Parties’ non-Debtor and/or jointly-owned subsidiaries, investment property, instruments, chattel paper, interests in real property (whether owned or leased), contracts, patents, copyrights, trademarks and other general intangibles, and all products and proceeds thereof, subject to customary exclusions and excluding 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. The collateral described above is collectively referred to herein as the “DIP Collateral” and the liens on the DIP Collateral securing the DIP Term Facility are referred to herein as the “DIP Term Facility Liens”. For the avoidance of doubt, the DIP Collateral and the collateral securing the Senior DIP Facility shall be identical.
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 XX Xxxxx, 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. 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 data model and folder structure The first requirement for the E-‐ARK DIP format is that it must comply with the principles outlined in the E-‐ ARK Common Specification9. The common IP data model which is derived from that specification is seen in the figure below. It consists of “Content” (“Data” and “Documentation”), and “Metadata”, which describe both the DIP package itself and the content as a whole. “Content” is not touched upon in this deliverable because it is being specified in Work Package 3, “Transfer of Records to Archives” (e.g. the SIARD-‐E format for databases and Moreq format for ERMS).
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. P.E. 1976 M.Ed.
DIP. The Debtor-In-Possession Credit Agreement dated August 8, 2008 among as the borrower and as debtor and debtor-in-possession, SemGroup, L.P., as a guarantor and as debtor and debtor-in-possession, SemOperating G.P., L.L.C., as a guarantor and as debtor and debtor-in-possession, Bank of America, N.A., as administrative agent and L/C issuer, and the other lenders party thereto, Banc of America Securities LLC, as sole lead arranger and sole book manager, as the same may be amended, supplemented or otherwise modified from time to time.
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. The existing mains provide service to schools and businesses in this area. System and service leaks result in wide spread outages due to lack of valves and unknown crossover tie-ins between sections of parallel mains. Project scope includes the replacement of services and hydrant(s). Mountain Road (Rte. 168) from Rte. 75 to Bxxxx Xxxx – Suffield, CT.
DIP. Agent The administrative agent and collateral agent for the DIP Facility (the “DIP Agent”) will be selected by the Required DIP Lenders. Borrowers Xxxxxxx Group Inc. (“Xxxxxxx Parent”) and Xxxxxxx Holdings Company Ltd. III (together with Xxxxxxx Parent, the “Borrowers” and, collectively with the Guarantors, the “Obligors” and, collectively with all direct and indirect subsidiaries of Xxxxxxx Parent, the “Company”). Guarantors Each of the subsidiaries of Xxxxxxx 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...
