Contract Collateral Sample Clauses

Contract Collateral. Notwithstanding any provision of this Agreement, but subject to and without limiting Section 2.11, each of the parties hereto acknowledges and agrees that (i) any reference to assignment of any right, title or interest in and to any agreement, contract, contract right, chattel paper, instrument, letter of credit, document, lease, Governmental Approval or other similar right (collectively "Contract Collateral"), such assignment shall constitute only a grant of a collateral security interest and not an absolute assignment of rights under any Contract Collateral, and (ii) except as otherwise provided in the DE UCC, to the extent any grant of a collateral security interest in and to any Contract Collateral would result in the breach of the instrument, contract, agreement or other document evidencing or creating such Contract Collateral, such security interest shall be deemed to be made subject to obtaining any required consent and approval under such instrument, contract, agreement or other document for such grant of a security interest.
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Contract Collateral. As used herein, “Contract Collateral” shall mean each Contract owned by the Borrowers and each of the following items with respect to such Contract: (a) the Contract Debtor Documents excluding Certificates of Title until such time as application has been made to transfer title to the related Contract Debtor; (b) the Contract Rights; (c) any payments from a bank account of, and any electronic funds transfers from, any Contract Debtor or Contract Rights Payor (subject to the terms and conditions of the Master Agency Agreement); (d) any associated chattel paper, lease, instrument, installment sale contract or installment loan contract; (e) all rights of a Borrower in and to the related Financed Vehicle, including any repossessed Financed Vehicle except if a Borrower includes the repossessed Financed Vehicle as an Eligible Vehicle, and in and to any other collateral securing such Contract, including any security deposit; (f) any contract purchase discount; (g) any rights of a Borrower to dealer reserves or rate participation with respect to such Contract, if any; (h) any money, payments or proceeds of any insurance policies with respect to any or all Contracts or any Financed Vehicles with respect to which a Borrower is solely or jointly the owner or is insured or is the loss payee or is a beneficiary, including any insurance proceeds; (i) all books and records of the Borrowers (including financial statements, accounting records, customer lists, credit files, computer programs, electronic data print-outs and other computer materials and records) with respect to such Contract; (j) all accessions to, substitutions for and all replacements and products of, any of the foregoing property; and (k) all money, instruments and other proceeds of the foregoing. Each secured creditor and transferee, purchaser and assignee of Contract Collateral will be a third party beneficiary of this provision.
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Contract Collateral. 48 SECTION 6.16
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Contract Collateral. Agent shall have the right to review any Contract Collateral.
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Contract Collateral. Subject to Section 6(d) below, until payment in full of the Receivables Obligations, Receivable Lender shall have the exclusive right (i) to manage, perform and enforce the terms of the Receivables Loan Documents with respect to the Contract Collateral, (ii) to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment including, but not limited to, the exclusive right to take or retake possession of the Contract Collateral and (iii) to hold, prepare for sale, process, sell, lease, dispose of, or liquidate the Contract Collateral, pursuant to a foreclosure or otherwise. Notwithstanding anything to the contrary contained in any document, instrument or agreement evidencing, securing or otherwise executed in connection with the incurrence of the Inventory Lender Debt or Stock Lender Debt, until payment in full of the Receivables Obligations the Receivable Lender alone shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Contract Collateral. Accordingly, should Receivable Lender elect to exercise its rights and remedies with respect to any of the Contract Collateral, Receivable Lender may proceed to do so without regard to any interest of Inventory Lender or Collateral Agent, and each of Inventory Lender and Collateral Agent waives any claims that it may have against Receivable Lender for any disposition of the Contract Collateral made in good faith. Each of Inventory Lender and Collateral Agent agrees, whether or not a default has occurred in the payment of the Inventory Lender Debt or the performance of any other obligations to either of them, that any liens on and security interests in any portion of the Contract Collateral transferred or otherwise disposed of by Receivable Lender and/or its agents that Inventory Lender or Collateral Agent might have or acquire shall automatically be fully released ipso facto as to all indebtedness and other obligations secured thereby owing to Inventory Lender or Collateral Agent if and when Receivable Lender releases its lien in and security interest on such portion of the Contract Collateral that is transferred or otherwise disposed of by Receivable Lender and/or its agents.
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Contract Collateral. (i) Collateral Agent's liens and security interests in and upon the Contract Collateral, whether now existing or hereafter arising pursuant to operation of law or otherwise, are hereby subordinated to Inventory Lender's and Receivable Lender's liens and security interests in the Contract Collateral and each holder of Stock Lender Debt, whether upon original issuance, transfer, assignment or exchange, agrees to be bound by the provisions of this Agreement. (ii) Inventory Lender's liens and security interests in and upon the Contract Collateral, whether now existing or hereafter arising pursuant to operation of law or otherwise, are hereby subordinated to Receivable Lender's liens and security interests in the Contract Collateral, and each holder of Inventory Lender Debt, by acceptance of all or any portion of the Inventory Lender Debt, whether upon original issuance, transfer, assignment or exchange, agrees to be bound by the provisions of this Agreement.
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Contract Collateral. Lender agrees that the definition of "Collateral: in this Agreement may not be amended to include additional types of property without the consent of Greenwhich Capital Financial Products, Inc. and its successors and assigns and other lenders in connection with "warehouse" lending facilities so long as Greenwich Capital Financial Products or such successors and assigns remain as `warehouse' lenders. Lender further agrees that Lender shall not have any lien or security interest with respect to Contract Collateral. As used herein "Contract Collateral" shall mean each Contract owned by the Borrower and each of the following items with respect to such Contract: 21
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Contract Collateral. (A) If any Proceeds or payment in respect of the Contract Collateral is received by Receivable Lender after the Receivable Lender Payoff and prior to its receipt of notice of the Inventory Lender Payoff, Receivable Lender shall receive and hold the same for the benefit of Inventory Lender and shall forthwith deliver the same to Inventory Lender in precisely the form received (except for the endorsement or assignment of Receivable Lender, without recourse, where necessary), for application on the Inventory Lender Debt, due or not due, and, until so delivered, the same shall be held by Receivable Lender as the property of Inventory Lender. In event of the failure of Receivable Lender to make any such endorsement or assignment to Inventory Lender, Inventory Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same. (B) If any Proceeds or payment in respect of the Contract Collateral is received by Receivable Lender after the Receivable Lender Payoff and after its receipt of notice of the Inventory Lender Payoff, Receivable Lender shall receive and hold the same for the benefit of Collateral Agent and shall forthwith deliver the same to Collateral Agent in precisely the form received (except for the endorsement or assignment of Receivable Lender, without recourse, where necessary), for application on the Stock Lender Debt, due or not due, and, until so delivered, the same shall be held by Receivable Lender as the property of Collateral Agent. In event of the failure of Receivable Lender to make any such endorsement or assignment to Collateral Agent, Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same.
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Contract Collateral. (A) If any Proceeds of the Contract Collateral are received by Inventory Lender prior its receipt of notice of the Receivable Lender Payoff, Inventory Lender shall receive and hold the same for the benefit of Receivable Lender and shall forthwith deliver the same to Receivable Lender in precisely the form received (except for the endorsement or assignment of Inventory Lender, without recourse, where necessary), for application on the Receivables Obligations, due or not due, and, until so delivered, the same shall be held by Inventory Lender as the property of Receivable Lender. In the event of the failure of Inventory Lender to make any such endorsement or assignment to Receivable Lender, Receivable Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same. (B) If any Proceeds or payment in respect of the Contract Collateral is received by Inventory Lender after the Inventory Lender Payoff and after its receipt of notice of the Receivable Lender Payoff, Inventory Lender shall receive and hold the same for the benefit of Collateral Agent and shall forthwith deliver the same to Collateral Agent in precisely the form received (except for the endorsement or assignment of Inventory Lender, without recourse, where necessary), for application on the Stock Lender Debt, due or not due, and, until so delivered, the same shall be held by Inventory Lender as the property of Collateral Agent. In event of the failure of Inventory Lender to make any such endorsement or assignment to Collateral Agent, Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same.
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Related to Contract Collateral

  • Collateral Each of the Banks represents to the Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.

  • Assemble Collateral Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.

  • Specific Collateral None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, health-care-insurance receivables or timber to be cut.

  • Security Interest and Collateral To secure the payment and performance of the Obligations, Borrower hereby grants Lender a security interest (herein called the "Security Interest") in the following Collateral, whether now owned or hereafter acquired by Borrower and wherever located, and all products and proceeds thereof: (a) Crops, whether annual or perennial, whether grown, growing or to be grown, and whether harvested or unharvested, the products and proceeds thereof and stored grain (including all of the foregoing designated as inventory) and any negotiable or nonnegotiable documents, scale tickets and the like resulting from the storage thereof; also seed, fertilizer, chemicals, and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (b) Livestock (including livestock in gestation) and their young, products and proceeds and progeny thereof and produce thereof, including all livestock designated as inventory; also feed, medicines and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (c) All of Borrower’s equipment and machinery, and all accessions and attachments thereto and replacements and substitutions therefore (the Equipment). Borrower shall not remove any of the Collateral from locations disclosed in this Agreement, nor sell, convey or encumber said Collateral, provided, however, that Borrower may sell said Collateral or any part thereof if, and only if: (i) the proceeds of such sale are made payable jointly to Lender and Borrower if requested by Xxxxxx, it being specifically understood and agreed that all Obligations secured by the Collateral to the extent of the sale price shall be due and payable at the time of such sale; and (ii) Borrower sells the Collateral only to buyers listed on the Credit Application if required pursuant to the terms of Subsection 2(c) below.

  • Possessory Collateral Immediately upon Borrower's receipt of any portion of the Collateral evidenced by an agreement, Instrument or Document, including, without limitation, any Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably authorized, as Borrower's attorney and agent-in-fact, to endorse or assign the same on Borrower's behalf.

  • Cap Collateral Reserved.

  • Personal Property Collateral The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

  • Possessory Collateral Agent as Gratuitous Bailee for Perfection (a) Each of the Applicable First Lien Agent and the Applicable Second Lien Agent, on behalf of itself and the relevant Secured Parties, hereby agrees that: (i) each Possessory Collateral Agent shall hold the Possessory Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral pursuant to the Notes Facility Security Documents, the RBL Facility Security Documents, the Other First-Priority Lien Obligations Security Documents or the Other Second-Priority Lien Obligations Security Documents, subject to the terms and conditions of this Section 2.11; (ii) to the extent any Possessory Collateral is possessed by or is under the control of a Collateral Agent (either directly or through its agents or bailees) other than the Applicable Agent, such Collateral Agent shall deliver such Possessory Collateral to (or shall cause such Possessory Collateral to be delivered to) the Applicable Agent and shall take all actions reasonably requested in writing by the Applicable Agent to cause the Applicable Agent to have possession or control of same; and (iii) pending such delivery to the Applicable Agent, each other Collateral Agent shall hold any Possessory Collateral as gratuitous bailee for the benefit of each other Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable RBL Facility Security Documents, Notes Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, in each case, subject to the terms and conditions of this Section 2.11. (b) The duties or responsibilities of the Possessory Collateral Agent and each other Collateral Agent under this Section 2.11 shall be limited solely to holding the Possessory Collateral as gratuitous bailee for the benefit of each Secured Party for purposes of perfecting the security interest held by the Secured Parties therein. (c) Each of the Applicable First Lien Agent and First-Priority Lien Obligations Representatives hereby agrees that, upon the Discharge of all First-Priority Lien Obligations, it shall deliver to the Applicable Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Possessory Collateral (if any) held by it, together with any necessary endorsements (or otherwise allow the Applicable Second Lien Agent to obtain control of such Possessory Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Possessory Collateral Agent for loss or damage suffered by the Possessory Collateral Agent as a result of such transfer except for loss or damage suffered by the Possessory Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. Neither the RBL Facility Agent nor any Other First-Priority Lien Obligations Agent shall be obligated to follow instructions from the Applicable Second Lien Agent in contravention of this Agreement.

  • Real Property Collateral The Agent shall have received: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property; (ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent; (iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992; and (iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;

  • 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.

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