SPV Collateral Agent definition

SPV Collateral Agent means ▇▇▇▇▇▇▇ Sachs Bank USA, together with any successors or assigns, as collateral agent under the SPV Security Agreement.

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SPV Collateral Agent means ▇▇▇▇▇▇▇ Sachs Bank USA, together with any successors or assigns, as collateral agent under the SPV Security Agreement. “SPV Credit Documents” means the SPV Credit Agreement, the Receivables Purchase Agreement, the Servicing Agreement, the SPV Security Agreement, the Holdings Bad Acts Guaranty, the Holdings Letter Agreement and each additional Credit Document (as defined in the SPV Credit Agreement). “SPV Share Pledge” means that certain Equity Pledge Agreement dated as of August 20, 2010, by and between Borrower and the SPV Collateral Agent, as may be further amended, modified and supplemented in accordance with the terms thereof “Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC. “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of Minnesota or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, the Administrative Agent’s or any Lender’s Lien on any Collateral. “Underlying Receivables” means all amount payable by a Receivables Obligor (as defined in the Servicing Agreement) on the related Receivables Account from time to time, and purchased by or contributed to Fingerhut SPV from Grantor under the Receivables Purchase Agreement. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. ARTICLE II.

Examples of SPV Collateral Agent in a sentence

• Accordingly, in order to induce the SPV Collateral Agent to permit the pledge of the Fingerhut SPV Stock, the parties hereto agree to the following limitations relating only to the pledge of the Fingerhut SPV Stock and not to any other Pledged Collateral.

• The provisions of this Article XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment made pursuant to the Receivables Purchase Agreement is rescinded or must otherwise be returned by the SPV Collateral Agent or any of the lenders upon the insolvency, bankruptcy or reorganization of the Grantor or the Bluestem SPV or otherwise, all as though such payment had not been made.

• Accordingly, in order to induce the SPV Collateral Agent to permit the pledge of the Bluestem SPV Stock, the parties hereto agree to the following limitations relating only to the pledge of the Bluestem SPV Stock and not to any other Pledged Collateral.

• The terms and provisions of this Agreement shall be for the sole benefit of the Notes Collateral Agent and the Note Facility Secured Parties under the Note Facility and the SPV Collateral Agent and the SPV Secured Parties under the SPV Credit Documents, the other parties hereto and their respective successors and assigns, and no other person, firm, entity or corporation shall have any right, benefit, priority, or interest under, or because of this Agreement.

• The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by it, free and clear of any Liens, except for (i) the first priority security interest of the SPV Collateral Agent in the Pledged Collateral; (ii) the second priority security interest granted to the Administrative Agent for the benefit of the Lenders hereunder; and (iii) the third priority security interests of the Senior Subordinated Agent.

• This Agreement shall define the relative rights of the Notes Collateral Agent and the Note Facility Secured Parties, on the one hand, and the SPV Collateral Agent and the SPV Secured Parties, on the other hand.

• The Borrower and the Notes Collateral Agent hereby agree that they shall not modify the provisions of the Bluestem Securities Purchase Agreement or Bluestem Securities Security Agreement (or any document related to the transactions contemplated hereby) in any manner that adversely affects the SPV Collateral Agent and the Lenders under the SPV Credit Agreement, without the consent of the SPV Collateral Agent, such consent not to be unreasonably withheld, conditioned or delayed.

• Each of the parties hereto (other than the SPV Collateral Agent) agrees that it will not institute against Bluestem SPV or join any person in instituting against Bluestem SPV, any case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect so long as one year and one day shall not have elapsed since the Obligations under the SPV Credit Agreement (as defined therein) have been paid in full.

• For purposes of maintaining the perfection of the Notes Collateral Agent’s interest therein, the Notes Collateral Agent hereby appoints the SPV Collateral Agent as its agent in respect of such funds and other property and the SPV Collateral Agent accepts such appointment; provided, that the SPV Collateral Agent’s sole duty as such agent shall be to hold such funds or other property in trust for the benefit of the Notes.

• Each of the parties hereto (other than the SPV Collateral Agent) agrees that it will not institute against Fingerhut SPV or join any person in instituting against Fingerhut SPV, any case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect so long as one year and one day shall not have elapsed since the Obligations under the SPV Revolving Credit Agreement (as defined therein) have been paid in full.