Intermediation Access Agreement Clause Samples

Intermediation Access Agreement the Amended and Restated Acknowledgment Agreement, dated as of January 11, 2019, among the Administrative Agent, the Secured Notes Collateral Trustee, J. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc., PHR, USOR, MCC and USOT (the “Acknowledgment Agreement”), as may be amended, amended and restated, supplemented or otherwise modified from time to time as permitted by the Loan Documents, including as modified by that certain Joinder Agreement, dated as of the Closing Date, delivered by the Administrative Agent and acknowledged by the Secured Notes Collateral Trustee, J. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc., PHR, USOR, MCC and USOT and (b) any acknowledgment agreement with the Intermediation Counterparty to any other Intermediation Facility otherwise permitted under the Loan Documents, which shall in all material respects be in the same form, and have the same substance, as the Acknowledgment Agreement. Intermediation Collateral: (a) with respect to PHR, the ▇. ▇▇▇▇ Intermediation Collateral, (b) with respect to USOR, MCC and USOT, the MLC Intermediation Collateral and (c) with respect to any Future Intermediation Subsidiary that is party to an Intermediation Agreement, all of the following property or assets of such party: (a) all inventory; (b) all receivables other than receivables constituting identifiable proceeds of Notes/Term Collateral; (c) all Renewable Identification Numbers; (d) all investment property, chattel paper, general intangibles (excluding trademarks, trade names and other intellectual property), documents, commercial tort claims and instruments, in each case, to the extent relating to items in clauses (a), (b) and (c) (but for the avoidance of doubt, excluding Equity Interests of each Subsidiary); (e) all deposit accounts and other bank and securities accounts (excluding any Notes Proceeds Collateral Account) and cash and cash equivalents; (f) books and records relating to clauses (a) through (e); and (g) all proceeds of (including proceeds of business interruption and other insurance) and supporting obligations (including letter of credit rights) with respect to, any of the foregoing; provided that “Intermediation Collateral” shall not include any of the foregoing assets to the extent such assets are excluded pursuant to the express agreement of the applicable Intermediation Counterparty. For the avoidance of doubt, the Intermediation Collateral does not include any Intermediation Property.