Collateral Provisions Clause Samples
Collateral Provisions. (a) On or before December 31, 2001, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion:
(i) the Intercreditor Agreement executed by the Borrower and certain of its Subsidiaries a party thereto;
(ii) a Security Agreement executed by the Borrower and certain of its Subsidiaries a party thereto, pursuant to which the Borrower and such Subsidiaries grant to the Collateral Agent a valid first and prior Lien on all of their accounts receivable and inventory;
(iii) a Subsidiary Guaranty executed by each of Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.;
(iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary (as applicable) and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(v) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (ii) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement;
(vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(vii) evidence that the insurance required by Section 5.05 is in effect;
(viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to t...
Collateral Provisions. Section 2.11 is amended in its entirety to read as follows:
Collateral Provisions. A. If the Companies fail to make effective a resale registration statement as described in Section III.A.4 within 60 days of a written request by the Purchaser, then until such a resale registration statement has become effective, the Companies shall deliver United States Treasury Notes, with a maturity of three months or less, that are held through the Treasury/Reserve Automated Debt Entry System ("Treasury Notes") in an aggregate principal amount equal to the Interim Settlement Amount (calculated as if such 60th day were an Interim Settlement Date) to the Purchaser. If Treasury Notes are delivered pursuant to this Section V.A., then until the date Paired Shares could be delivered in connection with an Interim Net Stock Settlement (if such date were an Interim Settlement Date) or the Transaction is settled on a Physical Settlement basis, the Interim Settlement Amount shall be recalculated and the aggregate principal amount of Treasury Notes required to be delivered shall be adjusted (and additional Treasury Notes shall be delivered to the Bank and excess Treasury Notes shall be returned to the Companies as necessary) to equal such recalculated Interim Settlement Amount on a biweekly (every 2 weeks) basis, with the Interim Settlement Amount calculated as if the last day of such biweekly period were an Interim Settlement Date.
B. In the event that the Companies do not deliver Paired Shares pursuant to Section IV. for one or more of the reasons described in the provision at the end of such paragraph, then, unless Treasury Notes have been delivered pursuant to Section V.A. above, the Companies shall deliver Treasury Notes in an amount equal to the Interim Settlement Amount to the Purchaser.
C. If the Companies have delivered Treasury Notes to the Purchaser pursuant to Sections V.A. or V.B. above, at the Companies' option, the Companies may deliver Paired Shares (which Paired Shares have been registered for resale by the Purchaser (or an affiliate of the Purchaser) pursuant to a registration statement as described in Section III.A.4) to the Purchaser equal in saleable Purchase Price Adjustment Mechanism market value, based on the Daily Average Price on the Exchange Trading Day prior to such delivery, to the aggregate principal amount of the Treasury Notes theretofore delivered to the Purchaser hereunder. Prior to the next Interim Settlement Date, if on any five consecutive Exchange Trading Days the Daily Average Price is above the Forward Price as of the prior...
Collateral Provisions. The following provisions set forth the terms and conditions of the collateral delivery obligations of Dealer applicable to the Transaction pursuant to the Credit Support Annex. Pledgor: Dealer Secured Party: Counterparty
Collateral Provisions. (a) Each of DKTS and Citi, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Hedging Obligations (in the case of DKTS) and its Obligations (in the case of Citi), and grants to the Secured Party a first priority continuing security interest in, lien on and right of set-off against all Posted Collateral consisting of Cash Transferred to or received by the Secured Party hereunder. Each of DKTS and Citi, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of set-off against all Posted Collateral other than Cash. Upon the Transfer by the Secured Party to Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party. Any Cash posted under this Article 12 by DKTS secures only Hedging Obligations and not any Non-Hedging Obligations.
(b) Upon a demand made by Citi on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds DKTS’s Minimum Transfer Amount, then DKTS will Transfer to Citi Eligible Collateral having a Value as of the date of Transfer at least equal to the applicable Delivery Amount. If required under Section 17.4(a), Citi, as Pledgor, shall Transfer to DKTS as Secured Party Eligible Collateral in an amount equal to the Inventory Business Interruption Cash Proceeds.
Collateral Provisions. (a) Without in any way limiting the generality of Section 6 hereof, no (i) account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or (ii) lease in which the lessee is a Sanctioned Person, shall be Collateral.
(b) Bank may reject or refuse to accept any Collateral for credit toward payment of the Lender Indebtedness that is an account, instrument, chattel paper, lease, or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person.
Collateral Provisions. Grant of Security Interest: None. Collateral: None. Securities Account: None. Securities Intermediary: None. Perfection: None
Collateral Provisions. Grant of Security Interest: None. Collateral: None. Securities Account: None. Securities Intermediary: None. Perfection: None Specified Entity: In relation to both Seller and Counterparty for the purpose of: Section 5(a)(v) of the ISDA Form, Not Applicable Section 5(a)(vi) of the ISDA Form, Not Applicable Section 5(a)(vii) of the ISDA Form, Not Applicable Section 5(b)(v) of the ISDA Form, Not Applicable
Collateral Provisions. On any Local Business Day (any such date referred to as a "Credit Support Valuation Date"), the Calculation Agent may determine the following: (i) the Exposure (as defined below), (ii) the market value (determined in accordance with the Eligible Collateral Annex hereto) of all Collateral (as defined in the Eligible Collateral Annex), if any, pledged by a party, and (iii) the Credit Support Amount (as defined below) for such date. "Exposure" means for any Credit Support Valuation Date, the amount, if any, that would be payable to a party (the "Secured Party") by the other party (the "Pledgor") (expressed as a positive number) or by the Secured Party to the Pledgor (expressed as a negative number) to replace all of the Transactions that are or may be entered into and governed by the Master Agreement so as to preserve the economic equivalent of the payment obligations of the parties with respect thereto. "Credit Support Amount" means the Secured Party's Exposure plus, the aggregate of the Initial Collateral Requirements (as set forth in paragraph (b) below and as expressed in Confirmations in connection with other Transactions, if any), applicable to the Pledgor, if any, minus the aggregate of the Initial Collateral Requirements applicable to the Secured Party, if any. If the Credit Support Amount exceeds the market value of all Collateral held by the Secured Party by an amount (the "Delivery Amount") equal to or greater than USD _____, then the Pledgor shall transfer to the Secured Party Collateral with a market value equal to or greater than the Delivery Amount. If the market value of all Collateral held by the Secured Party exceeds the Credit Support Amount by an amount (the "Return Amount") equal to or greater than USD ______, then the Secured Party shall return to the Pledgor Collateral with a market value as close as practicable (but not greater than) the Return Amount. Each delivery or return of Collateral required under this paragraph shall be made by the close of business on the relevant Credit Support Valuation Date if notice requesting such delivery or return is received by 11 A.M. New York City time, or by the next Local Business Day if notice is received after 11 A.M. New York City time. For the avoidance of doubt, only BNY shall be required to post collateral in accordance with the provisions hereunder.
Collateral Provisions. (a) Not in limitation of the grant included in Section 2.1 of the Security Agreement, but in furtherance thereof, each Grantor hereby reaffirms for the benefit of the New Secured Party the grant in the following to secure the Pari Passu Payment Lien Obligations owing to the New Secured Party: [repeat the granting clause from Section 2.1 of the Security Agreement]
(b) By its signature hereto, each Grantor hereby authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file against such Grantor, one or more financing, continuation or amendment statements pursuant to the UCC as may be necessary to establish and maintain the security interests created under the Security Agreement (which statements may describe the Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor by using words of similar effect); provided, however, such authorization shall not relieve any Grantor from its respective obligations to take all actions necessary to perfect and maintain the perfection of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Grantors to the Collateral Agent within 5 business days of receipt of invoice detailing such charges, expenses, fees or taxes.