Collateral Disposition Clause Samples

Collateral Disposition. Until the occurrence of an Event of ---------------------- Default: (a) Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Agreement or with any policy of insurance thereon; (b) Debtor may sell the Inventory Collateral in the ordinary course of Debtor's business (excluding, however, transfers or dispositions on satisfaction of debt), and Debtor may use and consume raw materials or supplies, or dispose of any obsolete Inventory Collateral, the use, consumption or disposition of which is necessary in order to carry on Debtor's business in the ordinary course; and (c) Debtor will, at its own expense, collect, as and when due, all amounts due under the Accounts Collateral, including the taking of such action with respect to such collection as Bank may reasonably request or, in the absence of such request, as Debtor may deem advisable, and may grant, in the ordinary course of Debtor's business, to any party obligated on any of the Accounts Collateral, any rebate, refund or adjustment to which such party may be lawfully entitled, and may accept, in connection therewith, the lawful return of goods, the sale or lease or which shall have given rise to such Accounts Collateral. Bank may, however, at any time after and during the continuance of an Event of Default and at Debtor's expense, notify any parties obligated on any of the Accounts Collateral to make payment directly to Bank of any amounts due or to become due thereunder and enforce collection of any of the Accounts Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise, extend or renew same for any period.

Collateral Disposition. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any Collateral prior to the Collateral Release Date. For avoidance of doubt, the foregoing sentence does not permit any disposition on or after the Collateral Release Date of Equity Interests in TGPL to the extent otherwise prohibited by Section 5.2(f).

Collateral Disposition. (i) If any Collateral Disposition occurs with respect to any Mortgaged Revolving Credit Facility Rig and the Security Maintenance Ratio is at least 2.0 to 1.0 (calculated with respect to the Market Values set forth in the related Additional Appraisal Report and both with and without giving effect to or credit for the Mortgaged Revolving Credit Facility Rig affected by such Collateral Disposition or any related Collateral Disposition Proceeds), then the Total Revolving Commitments shall be reduced by an amount equal to (A) the Total Revolving Commitments in effect immediately prior to such Collateral Disposition multiplied by (B) the Appraised Value Percentage of the affected Mortgaged Revolving Credit Facility Rig, effective on the 90th day following the occurrence of such Collateral Disposition, unless on or before the 90th day following such Collateral Disposition, the Parent Company or one of its Subsidiaries shall have replaced such disposed Mortgaged Revolving Credit Facility Rig with an offshore drilling rig of the same or superior type, class and value (as verified by a written appraisal report prepared by an Approved Rigbroker setting forth the Market Value of such replacement rig) as the disposed Mortgaged Revolving Credit Facility Rig or with another offshore drilling rig reasonably acceptable to the Collateral Agent (acting on the instruction of the Required Revolving Lenders) and for which the Collateral Agent has received a written appraisal report prepared by an Approved Rigbroker setting forth the Market Value of such replacement rig and granted an Acceptable Security Interest pursuant to a Rig Mortgage in relation thereto (together with any required amendments to any applicable Security Agreement and such evidence of corporate authority to enter into and such legal opinions in relation to such Security Documents as the Collateral Agent may reasonably request). (ii) If any Collateral Disposition occurs with respect to any Mortgaged Revolving Credit Facility Rig and the Security Maintenance Ratio is at least 2.0 to 1.0 (calculated with respect to the Market Values set forth in the related Additional Appraisal Report and with giving effect to or credit for the Mortgaged Revolving Credit Facility Rig affected by such Collateral Disposition or any related Collateral Disposition Proceeds) but the Security Maintenance Ratio is less than 2.0 to 1.0 (calculated with respect to the Market Values set forth in the related Additional Appraisal Report an...

Collateral Disposition. Borrower has not, and will not, sell, assign, transfer, encumber or otherwise dispose of any of Borrower’s rights in the Collateral except (i) in the ordinary course of Borrower’s business or (ii) except as otherwise allowed in the Credit Agreement.

Collateral Disposition. Immediately upon receipt of Collateral Disposition Proceeds, the Borrowers shall prepay the Advances in an amount equal to 100% of such

Collateral Disposition. Without prejudice to Clause 11.4(a) above, (i) Following any Collateral Disposition, all Collateral Disposition Proceeds payable to or received by the Credit Parties shall on the date of receipt by such Credit Party be deposited with the Collateral Agent as security for the Obligations and applied in accordance with this Agreement. (ii) If (A) no Event of Default has occurred and is continuing and (B) a replacement for any Mortgaged Revolving Credit Facility Rig affected by a Collateral Disposition or other arrangement permitted by Clause 10.2(b) shall have been made within the time periods provided for therein following such Collateral Disposition in accordance with Clause 10.2(b), then the Collateral Agent shall refund such Collateral Disposition Proceeds (together with accrued interest thereon) to the Borrower or any other Credit Party as appropriate. (iii) If (A) no Event of Default has occurred and is continuing and (B) a replacement for any Mortgaged Revolving Credit Facility Rig affected by a Collateral Disposition or other arrangement permitted by Clause 10.2(b) shall not have been made within the time periods provided for therein following such Collateral Disposition in accordance with Clause 10.2(b), then the Collateral Agent shall (1) apply the Collateral Disposition Proceeds in an amount equal to the lesser of (x) 50% of such Collateral Disposition Proceeds or (y) the outstanding amount of the Loans to prepay the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest) to the Borrower or any other Credit Party as appropriate. (iv) If an Event of Default has occurred and is continuing, the Collateral Agent shall apply such Collateral Disposition Proceeds in accordance with Clause 32.5 (Partial Payments).

Collateral Disposition. Until default hereunder or receipt of contrary instructions from Secured Party: (a) Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Agreement or with any policy of insurance thereon; (b) Debtor may sell the Inventory Collateral in the ordinary course of Debtor's business (excluding, however, transfers or dispositions on satisfaction of debt), and Debtor may use and consume raw materials or supplies, the use and consumption of which is necessary in order to carry on Debtor's business in the ordinary course; and (c) Debtor will, at its own expense, collect, as and when due, all amounts due under the Accounts Collateral, including the taking of such action with respect to such collection as Secured Party may reasonably request or, in the absence of such request, as Debtor may deem advisable, and may grant, in the ordinary course of Debtor's business, to any party obligated on any of the Accounts Collateral, any rebate, refund or adjustment to which such party may be lawfully entitled, and may accept, in connection therewith, the lawful return of goods, the sale or lease or which shall have given rise to such Accounts Collateral.

Collateral Disposition. Immediately upon receipt of the net proceeds (after deducting the customary and reasonable fees and expenses of such Disposition) from any Disposition of Collateral (other than Dispositions of inventories of goods (but not inventories of real property) in the ordinary course of business for fair market value), the Borrowers shall prepay the Term Principal Amount in an amount equal to 100% of such net proceeds. All such prepayments shall be applied (i) first, to due and unpaid fees and expenses; (ii) second, to accrued and unpaid interest; (iii) third, to the outstanding principal amount of DIP Loans; and

Collateral Disposition. In respect of any Eligible Vessel and Barge or Eligible Physical Asset listed on Schedule XI hereto, (i) furnish to the Administrative Agent, as soon as available but in any event no later than 10 Business Days prior to any Vessel or Barge Disposition or Physical Asset Disposition, (A) a notice of such Vessel or Barge Disposition or Physical Asset Disposition, as the case may be, and (B)(1) an appraisal of the value of the Eligible Vessel and Barge or Eligible Physical Asset that is the subject of such Vessel or Barge Disposition or Physical Asset Disposition, as the case may be, as determined in accordance with the appraisal procedures set forth in the applicable Ship Mortgage, in the case of any Eligible Vessel and Barge, or as determined in accordance with the appraisal requirements set forth in Section 5.01(o), in the case of any Eligible Physical Asset, or (2) a certificate, in form and substance satisfactory to the Administrative Agent and signed by a duly authorized officer of such Loan Party stating the agreed sale price for such Eligible Vessel and Barge or Eligible Physical Asset, as the case may be;