Intermediation Collateral definition
Intermediation Collateral means, with respect to the Company or any of its Subsidiaries that is party to an Intermediation Agreement all of the following property or assets of such party: (a) all inventory; (b) all receivables other than receivables constituting identifiable proceeds of Collateral for the Notes; (c) all renewable identification numbers; (d) all investment property, chattel paper, general intangibles (excluding trademarks, trade names and other intellectual property), documents, commercial tort claims and instruments, in each case, to the extent relating to items in clauses (a), (b) and (c) (but for the avoidance of doubt, excluding Equity Interests of each Subsidiary); (e) all deposit accounts and other bank and securities accounts (excluding any Collateral Account) and cash and cash equivalents; (f) books and records relating to clauses (a) through (e); and (g) all proceeds of (including proceeds of business interruption and other insurance), and supporting obligations (including letter of credit rights) with respect to, any of the foregoing; provided that “Intermediation Collateral” shall not include any of the foregoing assets to the extent such assets are excluded pursuant to the express agreement of the applicable Intermediation Counterparty. “Intermediation Collateral” includes the ▇. ▇▇▇▇ Intermediation Collateral.
Intermediation Collateral has the meaning specified in Section 19.2(o).
Intermediation Collateral means, with respect to any Subsidiary of the Par Borrower that is party to an Intermediation Facility and is an Intermediation Subsidiary, all of the following property or assets of such party:
Examples of Intermediation Collateral in a sentence
No Intermediation Facility is secured by any Lien other than a Lien on Intermediation Collateral, and no event or condition has occurred which would, with the passage of time or the giving of notice or both, constitute an event of default under or permit the termination of, any Intermediation Facility, except to the extent such event of default or termination could not reasonably be expected to cause a Material Adverse Effect.
At any such sale, the Intermediation Collateral or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Citi may (in its sole and absolute discretion) determine.
Citi shall give the Company ten (10) days’ written notice (which the Company agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of Citi’s intention to make any sale of Intermediation Collateral.
Citi shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Intermediation Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, Citi shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Intermediation Collateral so sold.
For the avoidance of doubt, the Intermediation Collateral does not include any Intermediation Property.
More Definitions of Intermediation Collateral
Intermediation Collateral means any or all of the following property or assets of an Intermediation Subsidiary: (a) all inventory; (b) all receivables other than receivables constituting identifiable proceeds of Collateral; (c) all Renewable Identification Numbers; (d) all investment property, chattel paper, general intangibles (excluding trademarks, trade names and other intellectual property), documents and instruments, in each case, to the extent relating to items in clauses (a), (b) and (c) (but for the avoidance of doubt, excluding Equity Interests of each Subsidiary); (e) deposit accounts and other bank and securities accounts (excluding, for the avoidance of doubt, any Collateral Account) to the extent the Existing Intermediation Documents contemplate the granting of security interests on deposit accounts and other bank and securities accounts, and cash and Cash Equivalents on deposit therein; (f) commercial tort claims, (g) commodities accounts and contracts, (h) rights to business interruption insurance, (i) Intermediation Documents, (j) tax refunds, (k) Hedge Agreements, (l) books and records relating to clauses (a) through (k); and (m) all proceeds of, and supporting obligations, including letter of credit rights, with respect to, any of the foregoing (except to the extent that such proceeds and supporting obligations constitute Collateral); provided, that Intermediation Collateral may also include such other property or assets of an Intermediation Subsidiary as agreed in writing by the Agent and such Intermediation Subsidiary.
Intermediation Collateral shall not include any of the foregoing assets to the extent such assets are excluded pursuant to the express agreement of the applicable Intermediation Counterparty. For the avoidance of doubt, the Intermediation Collateral does not include any Intermediation Property.
Intermediation Collateral has the meaning assigned to such term in Section 2.01.
Intermediation Collateral means, with respect to the Par Borrower or any of its Subsidiaries that is party to an Intermediation Facility all of the following property or assets of such party: (a) all inventory; (b) all receivables other than receivables constituting identifiable proceeds of Collateral; (c) all Renewable Identification Numbers; (d) all investment property, chattel paper, general intangibles (excluding trademarks, trade names and other intellectual property), documents and instruments, in each case, to the extent relating to items in clauses (a), (b) and (c) (but for the avoidance of doubt, excluding Equity Interests of each Subsidiary); (e) deposit accounts and other bank and securities accounts (excluding, for the avoidance of doubt, any Collateral Account), and cash and Cash Equivalents on deposit therein; (f) commercial tort claims, (g) commodities accounts and contracts, (h) Intermediation Documents, (i) tax refunds, (j) Hedge Agreements, (k) books and records relating to clauses (a) through (j); and (l) all proceeds of (including proceeds of business interruption insurance and other insurance), and supporting obligations, including letter of credit rights, with respect to, any of the foregoing (except to the extent that such proceeds and supporting obligations constitute Collateral); provided, that Intermediation Collateral may also include such other property or assets as agreed in writing by the Agent and the Par Borrower; provided, further, that “Intermediation Collateral” shall not include any of the foregoing assets to the extent such assets are excluded pursuant to the express agreement of the applicable Intermediation Counterparty.
Intermediation Collateral. “Intermediation Counterparty”, “Intermediation Facility”, “Intermediation Property”, “▇. ▇▇▇▇ Intermediation Agreement”, “▇. ▇▇▇▇ Intermediation Collateral”, “Restricted Subsidiary”, “Intermediation Subsidiary”, “Insurance and Condemnation Event”, “Unrestricted Cash”, or “Intermediation Document” under the ABL Agreement or clause (i) of the definition of “Excluded Asset”, clauses (g) and (r) of the definition of “Permitted Indebtedness”, clauses (l), (m) and (o) of the definition of “Permitted Investments”, clauses (u) and (dd) of the definition of “Permitted Liens”, clause (c) of the definition of “Permitted Disposition” or Sections 2.4, 6.13(b)(ix), 6.17 or 16.16 of the ABL Agreement (or any provision with similar effect permitting the Uncommitted Facility under the ABL Agreement), in each case, without written notice to, and the consent of, all of the Lenders; and (c) pursuant to the terms of Section 2.11(g) of the Collateral Agency Agreement, ▇. ▇▇▇▇ is not permitted to amend, modify, terminate, waive or consent in respect of (collectively, “Revise”) the following terms appearing in the Supply and Offtake Agreement: SPM Delivery Point or Liquidity, Revise Sections 5.3(e)(C) or 18.5(c)(ii)(B)(iv) of the Supply and Offtake Agreement, or Revise any provision in the Supply and Offtake Agreement decreasing the minimum Liquidity amount required to be maintained by the Borrower without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and shall be provided only with the consent of the Required Lenders.
Intermediation Collateral means the collateral securing the Allowed Intermediation Facility Claims.
Intermediation Collateral set forth in Section 1.1 thereof to read in its entirety as follows: