Term Loan Priority Collateral Sample Clauses

Term Loan Priority Collateral. (i) Prior to the Discharge of Term Loan Obligations, any Term Loan Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Term Loan Priority Collateral, received by the ABL Agent, any ABL Secured Party, the Notes Agent, or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the Term Loan Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to the Term Loan Agent (and/or its designees) for the benefit of the Term Loan Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Agent, any such ABL Secured Party, the Notes Agent or any Notes Secured Party. This authorization is coupled with an interest and is irrevocable. (ii) On and after the occurrence of the Discharge of Term Loan Obligations, any Term Loan Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collate...
View SourceView Similar (2)
Term Loan Priority Collateral. Notwithstanding anything contained in this Section 6, or elsewhere in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to any Term Loan Priority Collateral to the Collateral Agent, then delivery of such Collateral (or control or notice with respect thereto) shall instead be made to the Term Loan Agent, to be held in accordance with the Term Loan Documents or any collateral and/or security documents entered into in connection therewith and the Initial Intercreditor Agreement and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied. Furthermore, at all times prior to the Discharge of Term Loan Obligations (as defined in the Initial Intercreditor Agreement), the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the Term Loan Agent.
View Source
Term Loan Priority Collateral. The definition of “Term Loan Priority Collateral” as set forth in Section 1.01 of the Credit Agreement, is hereby amended and restated in its entirety as follows:
View Source
Term Loan Priority Collateral. Exhibit B annexed hereto (which sets forth the Term Loan Priority Collateral), shall constitute Exhibit H to the Loan Agreement.
View Source
Term Loan Priority Collateral. Term Loan Priority Collateral shall mean the following: (a) The following equipment: Item: Serial Number: ▇▇▇▇▇▇▇▇ Roll Former: Stock Reel s/n 34843 Roller Str. s/n 34844 Feed Roll s/n 34846 Hyd. Punch/Notch s/n 34847 Roll Former s/n 34849 Hyd. Post Out s/n 34851 Heat Exchanger; Model RM-25 s/n 19253 Heat Exchanger; Model RM-25 s/n 19242 Amada Punch Line: Loader OL s/n - APC00006 Turret Punch 305072 s/n - AA570286 Un-loader UL410 s/n - APC00006
View Source
Term Loan Priority Collateral. Subject to the terms of the Intercreditor Agreement, the Credit Parties acknowledge and agree that any proceeds of Term Loan Priority Collateral shall be held in a segregated account prior to payment over to the Agent and Lenders (unless such proceeds are otherwise reinvested in accordance with the terms of the Credit Agreement).
View Source
Term Loan Priority Collateral 
View Source

Related to Term Loan Priority Collateral

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of Agent, for the ratable benefit of Agent and Lenders.

  • Letter of Credit Collateral Account (a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Bank and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Letter of Credit Collateral Account and the balances from time to time in the Letter of Credit Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Letter of Credit Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Letter of Credit Collateral Account shall be subject to withdrawal only as provided in this Section. (b) Amounts on deposit in the Letter of Credit Collateral Account shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative Agent, the Issuing Bank and the Lenders; provided, that all earnings on such investments will be credited to and retained in the Letter of Credit Collateral Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Letter of Credit Collateral Account. (c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Administrative Agent to use the monies deposited in the Letter of Credit Collateral Account to reimburse the Issuing Bank for the payment made by the Issuing Bank to the beneficiary with respect to such drawing. (d) If an Event of Default exists, the Administrative Agent may (and, if instructed by the Requisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations in accordance with Section 11.5. (e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in or credited to the Letter of Credit Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Administrative Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within ten (10) Business Days after the Administrative Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such amount of the credit balances in the Letter of Credit Collateral Account as exceeds the aggregate amount of Letter of Credit Liabilities at such time. When all of the Obligations shall have been paid in full and no Letters of Credit remain outstanding, the Administrative Agent shall deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Letter of Credit Collateral Account. (f) The Borrower shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Letter of Credit Collateral Account and investments and reinvestments of funds therein.

  • Proceeds of Collateral Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

  • Additional Collateral (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.