Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 5 contracts
Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.), Guarantee and Collateral Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 5 contracts
Samples: Abl Guarantee and Collateral Agreement (Univar Solutions Inc.), Abl Guarantee and Collateral Agreement (Univar Solutions Inc.), Term Loan Guarantee and Collateral Agreement (Univar Solutions Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 4 contracts
Samples: First Lien Guarantee and Collateral Agreement (Mauser Group B.V.), First Lien Guarantee and Collateral Agreement (PharMEDium Healthcare Holdings, Inc.), First Lien Credit Agreement (PharMEDium Healthcare Holdings, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such U.S. Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such U.S. Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such U.S. Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the ABL Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the ABL Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the ABL Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the ABL Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such U.S. Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the ABL Credit Agreement or as contemplated by the any applicable Intercreditor AgreementAgreements.
Appears in 4 contracts
Samples: Abl Credit Agreement (Veritiv Corp), Abl Credit Agreement (Veritiv Corp), u.s. Guarantee and Collateral Agreement (Veritiv Corp)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the any applicable Intercreditor Agreement.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Atkore Inc.), Canadian Term Loan Guarantee and Collateral Agreement (Atkore International Group Inc.), First Lien Guarantee and Collateral Agreement (Atkore International Group Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 3 contracts
Samples: Term Loan Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.), Credit Agreement (Emergency Medical Services CORP), Guarantee and Collateral Agreement (Emergency Medical Services CORP)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agentapplicable Collateral Representative, the applicable Collateral Representative First Lien Agent or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agentapplicable Collateral Representative, the applicable Collateral Representative First Lien Agent or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agentapplicable Collateral Representative, the applicable Collateral Representative First Lien Agent or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 3 contracts
Samples: Second Lien Guarantee and Collateral Agreement (Mauser Group B.V.), Second Lien Credit Agreement (PharMEDium Healthcare Holdings, Inc.), Second Lien Guarantee and Collateral Agreement (PharMEDium Healthcare Holdings, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Canadian Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Canadian Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Canadian Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed endorsed in a manner reasonably satisfactory to the Canadian Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 3 contracts
Samples: Canadian Guarantee and Collateral Agreement, Canadian Guarantee and Collateral Agreement (Herc Holdings Inc), Canadian Guarantee and Collateral Agreement (Hertz Global Holdings Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the U.S. ABL Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the U.S. ABL Collateral Agent or the applicable Collateral Representative, the Cash Flow Collateral Agent, the First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the ABL Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 3 contracts
Samples: u.s. Guarantee and Collateral Agreement (Hd Supply, Inc.), Guarantee and Collateral Agreement (Hd Supply, Inc.), Abl Credit Agreement (Hd Supply, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Cash Flow Guarantee and Collateral Agreement (Nci Building Systems Inc), Term Loan Guarantee and Collateral Agreement (Nci Building Systems Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Credit Agreement (Emergency Medical Services CORP), Guarantee and Collateral Agreement (Emergency Medical Services CORP)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Note Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Note Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Note Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory sufficient to the Collateral Agent, the Note Agenttransfer such Instrument or Chattel Paper, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement Indenture or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Collateral Agreement (Herc Holdings Inc), Indenture (Hertz Global Holdings Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note First Lien Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note First Lien Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note First Lien Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Second Lien Guarantee and Collateral Agreement (Us LBM Holdings, Inc.), Second Lien Credit Agreement (Us LBM Holdings, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Note Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Note Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Note Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Note Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement Indenture or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Collateral Agreement (Hd Supply, Inc.), Collateral Agreement (Hd Supply, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note ABL Collateral Agent, the Control Agent, the applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the any applicable Intercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (CHC Group Ltd.), Guarantee and Collateral Agreement (CHC Group Ltd.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent or the applicable Collateral Representative, ABL Agent, the First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent or the applicable Collateral Representative, ABL Agent, the First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent or the applicable Collateral Representative, ABL Agent, the First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Note Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Note Collateral Agent, the Note Agent, the applicable Collateral Representative Representative, the ABL Agent or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Note Collateral Agent, the Note Agent, the applicable Collateral Representative Representative, the ABL Agent or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Note Collateral Agent, the Note Agent, the applicable Collateral Representative Representative, the ABL Agent or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement Indenture or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: Collateral Agreement (Unistrut International Holdings, LLC), Collateral Agreement (Unistrut International Holdings, LLC)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Us LBM Holdings, Inc.), First Lien Guarantee and Collateral Agreement (Us LBM Holdings, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the ABL Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the ABL Collateral Agent, the Note Term Collateral Agent, the applicable Revolving Collateral Representative or Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the ABL Collateral Agent, the Note Term Collateral Agent, the applicable Revolving Collateral Representative or Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, duly indorsed endorsed in a manner reasonably satisfactory to the ABL Collateral Agent, the Note Term Collateral Agent, the applicable Revolving Collateral Representative or Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Great North Imports, LLC)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Term Collateral Agent, the applicable ABL Collateral Representative or Agent, any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor AgreementAgreements, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Term Collateral Agent, the applicable ABL Collateral Representative or Agent, any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor AgreementAgreements, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Term Collateral Agent, the applicable ABL Collateral Representative or Agent, any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor AgreementAgreements, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementIndenture.
Appears in 1 contract
Samples: Notes Collateral Agreement (US Foods Holding Corp.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, or the Note Agent, the applicable Term Collateral Representative Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, or the Note Agent, the applicable Term Collateral Representative Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, or the Note Agent, the applicable Term Collateral Representative Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: u.s. Guarantee and Collateral Agreement (New Sally Holdings, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s 's Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, or the Note Agent, the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Fleet) shall be promptly delivered to the Collateral Agent, or the Note Agent, the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, or the Note Agent, the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (RSC Holdings Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Revolving Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Revolving Collateral Agent, the Note Term Collateral Agent or the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Revolving Collateral Agent, the Note Term Collateral Agent or the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, duly indorsed endorsed in a manner reasonably satisfactory to the Revolving Collateral Agent, the Note Term Collateral Agent or the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Revolving Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Revolving Guarantee and Collateral Agreement (Great North Imports, LLC)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Note Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Note Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Note Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered duly indorsed in a manner reasonably satisfactory to the Note Collateral Agent, the Note Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement Indenture or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Notes Collateral Agreement (Cornerstone Building Brands, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Herc Holdings Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be LEGAL_1:67880593.5 LEGAL_36377770.2 promptly delivered to the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the any applicable Intercreditor Agreement.
Appears in 1 contract
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, or the Note Agent, the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Fleet) shall be promptly delivered to the Collateral Agent, or the Note Agent, the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, or the Note Agent, the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Second Lien Term Loan Credit Agreement (RSC Holdings Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement. 5.2.2 [Reserved].
Appears in 1 contract
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note U.S. ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, Agent or the Note Agent, the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Note Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Note Collateral Agent or the applicable Collateral Representative, ABL Agent, the Term Agent, First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Note Collateral Agent or the applicable Collateral Representative, ABL Agent, the Term Agent, First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Note Collateral Agent or the applicable Collateral Representative, ABL Agent, the Term Agent, First Lien Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement Indenture or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly endorsed in a manner reasonably satisfactory to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the any applicable Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Abl Canadian Guarantee and Collateral Agreement (Nci Building Systems Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Us LBM Holdings, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Term Loan Guarantee and Collateral Agreement (Cornerstone Building Brands, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Collateral Agent, the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note First Lien Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note First Lien Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note First Lien Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the any applicable Intercreditor Agreement.
Appears in 1 contract
Samples: Second Lien Guarantee and Collateral Agreement (Atkore International Group Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Revolving Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Revolving Collateral Agent, or the Note Term Loan Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Revolving Collateral Agent, or the Note Term Loan Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Revolving Collateral Agent, or the Note Term Loan Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Revolving Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Servicemaster Co)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note 2007 Term Collateral Agent, the applicable Revolving Collateral Representative or Agent, the ABL Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note 2007 Term Collateral Agent, the applicable Revolving Collateral Representative or Agent, the ABL Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note 2007 Term Collateral Agent, the applicable Revolving Collateral Representative or Agent, the ABL Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the U.S. ABL Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the U.S. ABL Collateral Agent, the Note Cash Flow Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the U.S. ABL Collateral Agent or the Secured Party Representative, acting as agent for the U.S. ABL Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the U.S. ABL Collateral Agent, Agent or the Note Agent, the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the ABL Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: u.s. Guarantee and Collateral Agreement (HSI IP, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Term Loan Agent, the applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Nci Building Systems Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with the applicable Acceptable Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with the applicable Acceptable Intercreditor Agreement, duly indorsed endorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with the applicable Acceptable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Acceptable Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Herc Holdings Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with the applicable Acceptable Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with the applicable Acceptable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with the applicable Acceptable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Acceptable Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Herc Holdings Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Cash Flow Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Cash Flow Agent, the applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Cash Flow Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Abl u.s. Guarantee and Collateral Agreement (Nci Building Systems Inc)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, or the Note Revolving Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, or the Note Revolving Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, or the Note Revolving Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Servicemaster Co)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, Agent or the Note Agent, the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Collateral Agent, Agent or the Note Agent, the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, Agent or the Note Agent, the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, or the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, or the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, or the Note ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (New Sally Holdings, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Term Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Term Collateral Agent, the Note Revolving Collateral Agent, the applicable ABL Collateral Representative or Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Term Collateral Agent, the Note Revolving Collateral Agent, the applicable ABL Collateral Representative or Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Term Collateral Agent, the Note Revolving Collateral Agent, the applicable ABL Collateral Representative or Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Term Loan Agent, the applicable Collateral Representative, or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor AgreementAgreements.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.)
Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the ratable benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, Agent or the Note Agent, the applicable ABL Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Equipment and Vehicles) shall be promptly delivered to the Collateral Agent, Agent or the Note Agent, the applicable ABL Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, Agent or the Note Agent, the applicable ABL Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Appears in 1 contract
