Account Collateral Sample Clauses
Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower.
(b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents.
(c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.
Account Collateral. (a) Obligors hereby grant a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Debt, together with all rights of a secured party with respect thereto. Obligors shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral.
(b) So long as no Event of Default shall be continuing, Borrowers shall be permitted to direct the investment of the funds from time to time held in the Collateral Accounts in Permitted Investments and to sell and reinvest proceeds from the sale or liquidation of Permitted Investments in other Permitted Investments, with all such proceeds and reinvestments to be held in the applicable Collateral Account; provided, however, that the maturity of an adequate portion of the Permitted Investments on deposit in the Collateral Accounts shall be no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to this Agreement. All income and gains from the investment 144 146 of funds in the Collateral Accounts shall be credited to the Collateral Accounts from which they were derived. As between Borrowers and Lender, Borrowers shall treat all income, gains and losses from the investment of amounts in the Collateral Accounts as its income or loss for federal, state and local income tax purposes and Borrower shall receive all benefit from such income.
(c) After the Loans and all other Debt have been paid in full, the Collateral Accounts shall be closed and the balances, if any, therein shall be disbursed to Borrowers.
Account Collateral. (i) Each Loan Party shall subject all deposit accounts and securities accounts to Control Agreements or the Depositary Agreement other than (A) accounts holding no more than $1,000,000 in the aggregate for any five consecutive Business Days, (B) accounts of the Loan Parties on which a Lien is permitted pursuant to Section 8.02(a) or (C) any other payroll account, trust account, escrow account, zero balance account or substantially similar account, in each case to the extent remaining such type of account.
(ii) With respect to any Control Agreement governing any deposit accounts or securities accounts of the Borrower Group Parties that does not, upon a termination of such Control Agreement by the financial institution or securities intermediary party thereto, provide for a transfer of all amounts on deposit in, or credited to, such accounts on the effective date of termination thereof, the Collateral Agent shall be entitled, upon receipt of notice of any such termination by the Collateral Agent, no earlier than five Business Days prior to the effective date of such termination (and notwithstanding the absence of an Event of Default) to (A) issue instructions, entitlement orders or directions to such securities intermediary with respect to any such securities accounts (or securities entitlements) and (B) issue any instructions to any financial institution maintaining any deposit account in each case to liquidate such account and transfer all amounts on deposit in, or credited to, such accounts on the date of such termination to an account of the Borrower Group Parties subject to a Control Agreement, if reasonably available, or, if such an account is not reasonably available, to the Collateral Agent.
Account Collateral. All of the following, whether now or hereafter existing, which are owned by such Debtor or in which such Debtor otherwise has any rights (collectively, the "Account Collateral"): (i) the Cash Collateral Account, all funds held therein, and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account, and (ii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Secured Party for and on behalf of such Debtor in substitution for or in addition to any of the then existing Account Collateral; provided that the Secured Party acknowledges that funds in the Cash Collateral Account may be subject to reversionary rights in connection with terminations of such Debtor's factoring agreements; and
Account Collateral. 68 Section 6.12.
Account Collateral. (a) Each Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral (other than the Collection Account) as security for the Debt, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrowers, as pledgors, and Lender, as pledgee. Each Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Each Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral (other than the Collection Account).
(b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve any Borrower from its obligation to fulfill all covenants contained in the Loan Documents.
(c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, toward the payment of the Debt and/or toward the payment of Basic Carrying Costs, Operating Expenses for the Mezzanine Properties or Capital Expenditures in such sequence as Lender shall elect in its sole discretion.
Account Collateral. Borrower acknowledges and agrees that ten (10) days’ prior written notice of the time and place of any public sale of the Account Collateral or any other intended disposition thereof shall be reasonable and sufficient notice to Borrower within the meaning of the UCC.
Account Collateral. Each Lender hereby acknowledges that the Administrative Agent is acting solely as bailee and agent for perfection (including by Control) with respect to the Account Collateral on behalf of itself and the other Secured Parties and agrees that the Administrative Agent is not acting as collateral agent for or on behalf of itself or any Lender. In acting as bailee and agent for perfection (including by Control) with respect to the Account Collateral, the Administrative Agent shall be entitled to all of the rights, immunities, indemnities and protections afforded to the Administrative Agent under the Amended and Restated Credit Agreement and the Intercreditor/Agreement Among Lenders, and may exercise or refrain from exercising any rights (including making demands and giving notices) and take or refrain from taking any action (including the release, transfer or substitution of the Account Collateral), in accordance with this Agreement and the Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Amended and Restated Credit Agreement. On the acceptance of appointment as the successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent.
Account Collateral. All right, title, interest, claims and ------------------ demands of the Debtor in and to all amounts in, and all investments of and proceeds from, the Collateral Account and the Collateral Account Proceeds (as defined in the Collateral Account and Pledge Agreement).
Account Collateral. To secure the full and punctual payment and performance of the Obligations, the Borrower and each Owner hereby collaterally assigns, grants a security interest in and pledges to Administrative Agent for the benefit of the Lenders, a first priority continuing security interest in and to the following, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the “Account Collateral”): the Accounts and all cash, checks, drafts, certificates, instruments and other property, including, without limitation, all deposits and/or wire transfers from time to time deposited or held in, credited to or made to the Accounts; all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and to the extent not covered by clauses (i) or (ii) above, all proceeds (as defined under the UCC) of any or all of the foregoing. In addition to the rights and remedies herein set forth, Administrative Agent shall have all of the rights and remedies with respect to the Account Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the Uniform Commercial Code and other applicable law. In order to perfect the security interest granted hereunder with respect to the Account Collateral, Borrower and Owners shall execute and deliver a Control Agreement to Administrative Agent on or before the Closing Date or such later time as may be provided in the Closing Date Side Letter.