Access and Use of Term Loan Priority Collateral Sample Clauses

Access and Use of Term Loan Priority Collateral. 39 9.1 Access and Use Rights of ABL Agent 39 9.2 Responsibilities of ABL Secured Parties 40 9.3 Grantor Consent 41
Sample 1
AutoNDA by SimpleDocs
Access and Use of Term Loan Priority Collateral. 9.1 Access and Use Rights of ABL Agent.
Sample 1
Access and Use of Term Loan Priority Collateral. 8.1 The Term Loan Agent and each Grantor hereby grants (to the full extent of their respective rights and interests) to the Revolving Credit Agent and its agents, representatives and designees a royalty free, rent free non-exclusive license (which will be binding on any successor or assignee of the Intellectual Property) and lease to use, upon the occurrence and during the continuation of a Revolving Credit Default, any of the Term Loan Priority Collateral constituting Intellectual Property, to complete the sale of Inventory, the collection of Accounts or other realization on any Revolving Credit Priority Collateral; provided, that, the royalty free, rent free non-exclusive license and lease granted above shall immediately expire upon the sale, lease, transfer or other disposition of all Inventory, the collection of all Accounts and the realization on any other Revolving Credit Priority Collateral for which such Intellectual Property is necessary or desirable. Notwithstanding anything to the contrary contained herein, any purchaser or assignee of Revolving Credit Priority Collateral pursuant to the exercise by Revolving Credit Agent of any of its rights or remedies with respect thereto shall have the right to sell or otherwise dispose of any such Revolving Credit Priority Collateral to which any such Intellectual Property is affixed.
Sample 1
Access and Use of Term Loan Priority Collateral. (a) In the event that Term Loan Agent or any Term Loan Claimholder shall acquire control or possession of any of the Term Loan Priority Collateral or shall, through the exercise of remedies under the Term Loan Documents or otherwise, sell any of the Term Loan Priority Collateral to any third party (a “Third Party Purchaser”), Term Loan Agent or such Term Loan Claimholder shall permit Revolver Agent (or shall require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit Revolver Agent), at its option and in accordance with applicable law: (i) to enter any of the premises of any Grantor constituting Term Loan Priority Collateral under such control or possession (or sold to a Third Party Purchaser) during normal business hours in order to inspect, remove or take any action with respect to the Revolver Priority Collateral or to enforce Revolver Agent’s rights with respect thereto, including, but not limited to, the examination and removal of Revolver Priority Collateral and the examination and duplication of any such Term Loan Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of books and records of any Grantor related to the Revolver Priority Collateral; (ii) to use the Term Loan Priority Collateral for the purpose of processing raw materials (to the extent consisting of fresh or frozen seafood or chicken products) or work-in-process into finished inventory; (iii) to use any Term Loan Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of computers or other data processing equipment related to the storage or processing of records, documents or files pertaining to the Revolver Priority Collateral and use any Term Loan Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of other equipment to handle, deal with or dispose of any Revolver Priority Collateral pursuant to Revolver Agent’s rights as set forth in the Revolver Loan Documents, the UCC of any applicable jurisdiction, the PPSA and other applicable law, and (iv) to use any IP Collateral (to the extent not prohibited by the terms of such IP Collateral) to sell or otherwise Dispose of any Revolver Priority Collateral. Such use by Revolver Agent of the Term Loan Priority Collateral, including any IP Collateral, shall not be on an exclusive basis.
Sample 1
Access and Use of Term Loan Priority Collateral 
Sample 1Sample 2Sample 3See All (5)

Related to Access and Use of Term Loan Priority Collateral

  • Possession and Use of Collateral Subject to the provisions of the Security Documents, the Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of and to exercise all rights with respect to the Collateral (other than monies or U.S. government obligations deposited pursuant to Article VIII, and other than as set forth in the Security Documents and this Indenture), to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than monies and U.S. government obligations deposited pursuant to Article VIII and other than as set forth in the Security Documents and this Indenture), to alter or repair any Collateral so long as such alterations and repairs do not impair the creation or perfection of the Lien of the Security Documents thereon, and to collect, receive, use, invest and dispose of the reversions, remainders, interest, rents, lease payments, issues, profits, revenues, proceeds and other income thereof.

  • Optional Preservation of the Collateral If the Notes have been declared to be due under Section 5.02 following an Event of Default and the declaration and its consequences have not been annulled, the Indenture Trustee may with the consent of the Credit Enhancer, but need not unless so directed by the Credit Enhancer, elect to maintain possession of the Collateral. The parties and the Noteholders want sufficient funds to exist at all times for the payment of principal of and interest on the Notes and other obligations of the Issuer including payments to the Credit Enhancer, and the Indenture Trustee shall take that into account when determining whether or not to maintain possession of any Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain and rely on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of the proposed action and as to the sufficiency of the Collateral for the purpose.

  • Optional Preservation of Collateral If the Notes have been accelerated under Section 5.2(a) and the declaration of acceleration has not been rescinded, the Indenture Trustee may elect to maintain possession of the Collateral. The Indenture Trustee will take into account that the Collections and other amounts expected to be received on the Collateral must be sufficient to pay the unpaid principal of and accrued and unpaid interest on the Notes when determining whether or not to maintain possession of part of the Collateral. In making this determination, the Indenture Trustee may rely on an opinion of a nationally-recognized Independent investment banking firm or firm of certified public accountants.

  • Application of Proceeds of Collateral Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 7.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default: (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement, (c) at the Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any remedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to all principal, interest and fees owing under or in connection with the Revolving Credit (including the Swing Line), next to any obligations owing by any Credit Party in respect of any Hedging Obligations on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties, as the case may be.

  • Collateral Protection Expenses Preservation of Collateral (a) If an Event of Default shall have occurred and be continuing, the Agent may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. Each Grantor agrees to reimburse the Agent on demand for any and all expenditures so made. The Agent shall have no obligation to any Grantor to make any such expenditures, nor shall the making thereof relieve any Grantor of any default.

  • Application of Proceeds from Collateral All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises shall be applied as follows:

  • Extension or Amendment of Collateral The Borrower will not, except as otherwise permitted in Section 6.4(a), consent to the extension, amendment or other modification of the terms of any Loan without the prior written consent of the Administrative Agent.

  • Additional Collateral With respect to any new Subsidiary (other than any type of Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

  • Collection Efforts, Modification of Collateral (a) The Servicer will use commercially reasonable efforts to collect, or cause to be collected, all payments called for under the terms and provisions of the Collateral Loans included in the Collateral as and when the same become due, all in accordance with the Servicing Standard.

  • Authority of Administrative Agent to Release Collateral and Liens Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Property to the extent such sale or other disposition is permitted by the terms of Section 9.12 or is otherwise authorized by the terms of the Loan Documents.

Time is Money Join Law Insider Premium to draft better contracts faster.