Covenants of Existing Collateral Agent Sample Clauses

Covenants of Existing Collateral Agent. The Existing Collateral Agent shall, for a period of one hundred and eighty (180) days after the Effective Date, as such period may be extended by the Existing Collateral Agent and the New Collateral Agent, each in its sole discretion: (i) at the Credit Parties’ cost and expense (including the expense of counsel to the Existing Collateral Agent), execute all other documents as may be reasonably requested by the New Collateral Agent or Borrower to transfer the rights and privileges of the Existing Collateral Agent under the First Lien Documents and the First Lien Security Documents and the benefits of all registrations under applicable law to the New Collateral Agent (such documents to be in form and substance reasonably satisfactory to the Existing Collateral Agent and the New Collateral Agent), (ii) to the extent that the New Collateral Agent informs the Existing Collateral Agent that (A) a First Lien Document or a First Lien Security Document has not been previously posted to or distributed to the Existing RCF Lenders or the Existing TL Lenders or has not been provided by the Credit Parties to the New Collateral Agent and (B) such First Lien Document or First Lien Security Document is not reasonably available to the New Collateral Agent from any alternative source, the Existing Collateral Agent shall use commercially reasonably efforts to deliver a true, complete and correct copy of such to the New Collateral Agent, and (iii) promptly (and in any event, no later than the final day on which such Existing Collateral Agent is acting as sub-agent, sub-trustee, and bailee of the New Collateral Agent) deliver, or cause to be delivered, to the New Collateral Agent all possessory Collateral in its possession. Each Credit Party hereby consents to all actions taken or to be taken by the Existing Collateral Agent and the New Collateral Agent pursuant to the immediately preceding sentence.
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Related to Covenants of Existing Collateral Agent

  • Negative Covenants of the Collateral Custodian From the Closing Date until the Collection Date:

  • Affirmative Covenants of the Collateral Custodian From the Closing Date until the Collection Date:

  • Release of Collateral and Guarantee Obligations; Subordination of Liens (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.

  • Covenants of Each Pledgor Each Pledgor covenants and agrees with the U.S. Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments shall have terminated or (ii) as to any Pledgor, all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than Holdings, the Parent Borrower or a Subsidiary of either) as permitted under the terms of the Credit Agreement:

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • NEGATIVE COVENANTS OF BORROWER Borrower agrees that so long as it is indebted to Bank, or so long as Bank has any obligation to extend credit to Borrower, it will not, without Bank's written consent:

  • Agreements and Covenants of Trustee The Trustee hereby agrees and covenants to:

  • Rights and Remedies of the Collateral Agent (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Debt Securities or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Debt Securities or other Collateral in one or more public or private sales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts.

  • Covenants of the Pledgor 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor shall:

  • Covenants as to the Pledged Collateral So long as any Secured Obligations shall remain outstanding, the Pledgor will, unless the Required Holders, shall otherwise consent in writing:

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