Common Collateral. In connection with loans or advances made or to be made by GMAC to a Dealer from time to time other than pursuant to an Account (collectively, “Other Indebtedness”), GMAC may have a security interest in property constituting Collateral Security (the “Common Collateral”).
Common Collateral. In connection with loans or advances made or to be made by the Original Seller to a Dealer from time to time other than pursuant to an Account (collectively, "Other Indebtedness"), the Original Seller may have a security interest in property constituting Collateral Security (the "Common Collateral").
Common Collateral. Notwithstanding the foregoing, if any assets are granted to secure the Revolving Obligations or the Existing Term Loan Obligations, the Borrower shall promptly grant to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on such assets as security for the Obligations.
Common Collateral. The parties hereto acknowledge and agree that it is their intention that the Second Priority Collateral be included within the First Priority Collateral and that, without limiting the foregoing, no portion of the Second Priority Collateral shall not be a part of the First Priority Collateral. In furtherance of the foregoing, the parties hereto agree to cooperate in good faith in order to determine, upon any reasonable request by the First Priority Agent or Supplier, the specific assets included in the First Priority Collateral and the Second Priority Collateral, the steps taken to perfect the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Priority Debt Documents and the Second Priority Financing Documents in respect of the First Priority Claims and the Second Priority Claims, respectively and, to the extent that any portion of the Second Priority Collateral is not included within the First Priority Collateral at any time, without limiting any other right or remedy available to the First Priority Agent or the other First Priority Secured Parties, Supplier, for itself and on behalf of the other Second Priority Secured Parties, agrees that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien in such Second Priority Collateral shall be subject to Section 4.02. In addition, in furtherance of the foregoing, without the prior written consent of the First Security Priority Agent, no Second Priority Financing Document may be amended, supplemented or otherwise modified, or entered into, to the extent such amendment, supplement or modification, or the terms of such new Second Priority Financing Document, would (i) contravene the provisions of this Agreement or (ii) increase, expand or otherwise add to the Second Priority Collateral.
Common Collateral. Notwithstanding anything contained in this Agreement to the contrary, in the event of any disposition or series of related dispositions in connection with the Exercise of Any Secured Creditor Remedies that includes (i) Equity Interests issued by a Grantor that has an interest in any ABL Facility First Priority Collateral or (ii) a combination of both ABL Facility First Priority Collateral and Term/Cash Flow Revolver Facility First Priority Collateral, then solely for purposes of this Agreement, unless otherwise agreed by the ABL Agent and the Term Loan/Cash Flow Revolver Agent, the proceeds of any such disposition shall be allocated to the ABL Facility First Priority Collateral in an amount equal to the sum of (A) the book value determined in accordance with GAAP of any ABL Facility First Priority Collateral consisting of Accounts that are the subject of such disposition (or, in the case of a disposition of Equity Interests issued by a Grantor, any ABL Facility First Priority Collateral consisting of Accounts in which such Grantor has an interest), determined as of the date of such disposition, and (B) the fair market value of all other ABL Facility First Priority Collateral that is the subject of such disposition (or, in the case of a disposition of Equity Interests issued by a Grantor, any other ABL Facility First Priority Collateral in which such Grantor has an interest), determined as of the date of such disposition.
Common Collateral. The "Collateral" with respect to which Secured Party's subordinated lien applies shall be (i) all merchandise, inventory and goods and all additions, substitutions and replacements thereof, wherever located, together with all goods, supplies, incidentals, packaging materials, labels, materials and any other items used or usable in manufacturing, processing, packaging or shipping same, in all stages of production, and all products and proceeds of whatever sort, including specifically all "inventory" as such term is defined in the Code, now or hereafter owned by Debtor; (ii) all machinery and equipment, now or hereafter owned by Debtor, including, but not limited to, all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by Debtor and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, spare and replacement parts, related computer software, maintenance and repair supplies and manuals, instructional manuals, warranties, and equipment and accessories installed thereon or affixed thereto; (iii) all accounts receivable, credit card receivables, payment intangibles, contract rights and other customer obligations for the payment of money arising out of the Debtor's sale, lease, or license of any tangible or intangible property or the rendering of services, now existing or hereafter arising; (iv) all trademarks, copyrights, patents, contract rights, investment property, rights to payment evidenced by tangible or electronic chattel paper, instruments, and all general intangible assets of Debtor now or hereafter existing; and (v) all proceeds and products of the foregoing, except such assets of the Debtor as are described on Exhibit "A".
Common Collateral. Each of the U.S. Revolver Collateral Agent, the Term Collateral Agent and the International Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC or comparable international equivalent, as applicable) over Common Collateral pursuant to the U.S. Security Documents or the International Security Documents, as applicable, such possession or control is also for the benefit of the Term Collateral Agent and the other Term Loan Secured Parties, U.S. Revolver Collateral Agent and the other U.S. Revolver Secured Parties, or the International Collateral Agent and the other International Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the U.S. Revolver Collateral Agent, the Term Collateral Agent or the International Collateral Agent (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Term Collateral Agent or any other Term Loan Secured Party, U.S. Revolver Collateral Agent and the other U.S. Revolver Secured Parties, or the International Collateral Agent and the other International Secured Parties, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement, the U.S. Security Documents and the International Security Documents; provided that (i) subsequent to the occurrence of the U.S. Revolver Obligations Payment Date (if the Term Loan Obligations Payment Date or the International Obligations Payment Date has not occurred), the U.S. Revolver Collateral Agent shall (A) deliver to the Term Collateral Agent or (if the Term Loan Obligations Payment Date has occurred) the International Collateral Agent, at the Borrowers’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the U.S. Loan Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, (ii) subsequent to the occurrence of the Term Loan Obligations Payment Date (if the U.S. Revolver Obligations Payment Date or International Payment Date, as applicable, has not occurred), the Term Collateral Agent shall (A) deliver to the Controlling Pari Passu Collateral Agent, at the Borrowers’ sole cost and expense, t...
Common Collateral. In connection with loans or advances made or to be made by GMAC to a Dealer from time to time other than pursuant to an Account (collectively, "OTHER INDEBTEDNESS"), GMAC may have a security interest in property constituting Collateral Security (the "COMMON COLLATERAL").
Common Collateral. Prior to the Discharge of Term Loan Obligations and the Discharge of ABL Obligations, any Common Collateral or proceeds thereof including (subject to the provisions of and priorities set forth in this Agreement, including the foregoing clauses (a) and (b) of this Section 4.4), (x) whatever is recoverable or recovered when any Common Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement Common Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, Common Collateral, an interest in the Common Collateral or the value of any Common Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Common Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Common Collateral, received by the Notes Agent or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the Common 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 or the ABL Agent (and/or its designees) for the benefit of the ABL Secured Parties, as applicable, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Priority Agent is hereby authorized to make any such endorsements as agent for the Notes Agent or any Notes Secured Party. This authorization is coupled with an interest and is irrevocable.
Common Collateral. Common Collateral means the following:
