Collateral Administration Clause Samples

Collateral Administration. The Collateral Agent shall maintain a database of certain characteristics of the Collateral on an ongoing basis, and provide to the Borrower, the Collateral Manager, the Agent and the Lender Agents certain reports, schedules and calculations, all as more particularly described in this Section 11.3, based upon information and data received from the Borrower and/or the Collateral Manager pursuant to Section 7.7 or from the Lender Agents and/or the Agent. (a) In connection therewith, the Collateral Agent shall: (i) within 15 days after the Effective Date, create a Collateral database with respect to the Collateral that has been pledged to the Collateral Agent for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations credited to the Accounts from time to time and Permitted Investments in which amounts held in the Accounts may be invested from time to time, as provided in this Agreement (the “Collateral Database”); (ii) update the Collateral Database on a periodic basis for changes and to reflect the sale or other disposition of assets included in the Collateral and any additional Collateral granted to the Collateral Agent from time to time, in each case based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower, the Collateral Manager or the Agent as may be reasonably required by the Collateral Agent from time to time or based upon notices received by the Collateral Agent from the issuer, or trustee or agent bank under an underlying instrument, or similar source); (iii) track the receipt and allocation to the Collection Account of Principal Collections and Interest Collections and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager and Agent daily reports reflecting such actions to the accounts as of the close of business on the preceding Business Day and the Collateral Agent shall provide any such report to the Agent or the Collateral Manager upon its request therefor; (iv) distribute funds in accordance with such Monthly Report in accordance with Section 8.3(a); (v) prepare and deliver to the Agent, each Lender Agent, the Borrower and the Collateral Manager on each Reporting Date, the Monthly Report and any update pursuant to Section 8.5 when requested by the Collateral Manager, the Borrower or the Agent, on the basis of the information contained in the Collateral Database as of the applicable Determination Date, the information provided by each Le...

Collateral Administration. (a) All Collateral (except deposit accounts) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and ------------- shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts on a quarterly basis, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender retains the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

Collateral Administration. 8.1. [Reserved].

Collateral Administration. Section 6.1 Designation of the Collateral Manager 118 Section 6.2 Duties of the Collateral Manager 118 Section 6.3 Authorization of the Collateral Manager 121 Section 6.4 Collection of Payments; Accounts 121 Section 6.5 Realization upon Defaulted or Delinquent Loans 123 Section 6.6 Collateral Manager Compensation 123 Section 6.7 Payment of Certain Expenses by the Collateral Manager 123 Section 6.8 Reports 124 Section 6.9 Annual Statement as to Compliance 124 Section 6.10 The Collateral Manager Not to Resign 125 Section 6.11 Collateral Manager Termination Events 125

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of Agent and Inventory sold in the ordinary course of business) will at all times be kept by the Credit Parties at the locations set forth on Schedule 5.20B hereto or in transit to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites), and shall not be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i), and in any case shall not be moved outside the continental United States; provided, however, that Equipment required for demonstration purposes (“Demonstration Equipment”) may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000. After the occurrence and during the continuance of an Event of Default, any of Agent’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent or the Credit Parties, to verify the validity, amount or any other matter relating to the Collateral. The Credit Parties shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons owing Accounts to any Credit Party that their Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against the Credit Parties (the results of which are to be consistent with the Credit Parties’ representations and warranties under this Agreement), all at Borrowers’ expense on up to four occasions per year unless an Event of Default has occurred and is continuing (in which case all shall be at Borrowers’ expense without limitation as to frequenc...

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of Custodian) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. Each of Borrower and each Foreclosure Subsidiary hereby agrees to deliver to the Custodian, the Custodian Deliverables promptly but in any event within five (5) Business Days of any Advance made in respect of the underlying Account. All Accounts shall, regardless of their location, be deemed to be under Lender's dominion and control and deemed to be in Lender's possession. Any of Lender's officers, employees, representatives or agents shall have the right upon reasonable notice, at any time during normal business hours, in the name of Lender, or any designee of Lender or Borrower or any Foreclosure Subsidiary, to verify the validity, amount or any other matter relating to the Collateral. Each of Borrower and each Foreclosure Subsidiary shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. Each of Borrower and each Foreclosure Subsidiary shall endeavor in the first instance to make collection of its respective Accounts for Lender. (b) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each of Borrower and each Foreclosure Subsidiary: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person is organized and/or maintains its executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Lender's request, each of Borrower and each Foreclosure Subsidiary shall promptly deliver to Lender or Custodian all items for which Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Lender or Custodian, or in the case of a participation interest, in possession of the participating lender....

Collateral Administration. The Collateral Agent shall maintain a database of certain characteristics of the Collateral on an ongoing basis, and provide to the Borrower, the Investment Manager, the Facility Agent and the Agents certain reports, schedules and calculations, all as more particularly described in this Section 11.3, based upon information and data received from the Borrower and/or the Investment Manager pursuant to Section 7.7 or from the Agents and/or the Facility Agent. i. In connection therewith, the Collateral Agent shall:

Collateral Administration. The Borrower (a) shall promptly perform, on request of the Bank, such acts as the Bank may determine to be necessary or advisable to create, perfect, maintain, preserve, protect and continue the perfection of any lien and security interest provided for in this Agreement or otherwise to carry out the intent of this Agreement, including, without limitation, (i) obtaining waivers or other similar documents reasonably necessary to permit the enforcement of the remedies of the Bank hereunder, (ii) delivering to the Bank warehouse receipts covering any portion of the Inventory located in warehouses and for which warehouse receipts are issued, (iii) transferring Inventory to warehouses designated by the Bank or leasing warehouses containing the Inventory to the Bank or its designee, (iv) delivering to the Bank copies, and originals upon the Bank's request, of all letters of credit on which the Borrower is named beneficiary, and (v) if any Inventory is at any time in the possession or control of a warehouseman, bailee or any agent, notifying such person of the Bank's lien and security interest in the Collateral and, upon the Bank's request, instructing such persons to hold all Collateral for the Bank's account subject to the Bank's instruction; (b) shall not (i) extend, amend or otherwise modify the terms of any Account, (ii) amend, modify or waive any term or condition of any contractual obligation related thereto or (iii) redate any invoice or sale or make sales on extended dating beyond that customary in the Borrower's industry; provided, however, that the Borrower may extend, amend or otherwise modify the terms of any Account in the ordinary course of business, if such extension, amendment, modification or waiver does not cause an Account to become or otherwise remain (but for such action) an Eligible Account; and (c) if there are any disputes with any of the Accounts, will notify the Bank promptly and resolve or settle such dispute at no expense or detriment to the Bank.

Collateral Administration. (a) All tangible Collateral granted by Borrower to Lender will at all times be kept by ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the State of California. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may request. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees, representatives or agents shall have the right, at any time during normal business hours, and upon reasonable notice, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and. promptly conclude- such verification process. (d) As and when determined by Lender in its reasonable discretion, ▇▇▇▇▇▇ will perform the searches described in clauses (i) and (ii) below against each Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State of the Jurisdiction of organization of Borrower and each Guarantor, the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and state tax lien searches, in each jurisdiction searched under clause (i) above. (e) Borrower, upon ▇▇▇▇▇▇'s request, shall: (1) take all actions that may be lawfully required by Lender to create and perfect Lender's Lien on any Collateral and effectuate the intentions of the DIP Loan Documents; and (ii) immediately deliver to Lender all items for which ▇▇▇▇▇▇ must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.