Example ContractsClausesCollateral Agreement
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Location of Collateral. Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: # [Schedule 4.4] is a correct and complete list of the locations of all of books and records concerning the Collateral, the locations of the Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations and except in the case of new locations which have not been required to be updated on [Schedule 4.4] pursuant to [Section 9.1(d)(v)] as of any date this representation is made; and # the Collateral shall remain at all times in the possession of such Borrower (or, to the extent contemplated by the Loan Documents, in the possession or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at any location other than those listed in [Schedule 4.4] (other than any new locations which are not required to have been updated on [Schedule 4.4] pursuant to [Section 9.1(d)(v)]), and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents reasonably requested by Agent in such circumstance and, not less frequently than when required by [Section 9.1(d)(v)], such Borrower delivers to Agent an update to [Schedule 4.4]. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronically.

Release of Collateral. Notwithstanding any other provision of this Agreement to the contrary, upon Borrower’s request, Agent shall release its security interest in any Contract(s) and the Security Documents related thereto, including the items set forth in [clauses (a) through (e)] of the definition of “Collateral” specifically with respect to such Contract(s) (excluding any transfers in connection with a Permitted Facility, which release of security interest shall be governed by [Section 8.18], and excluding Permitted Charged Off Contracts Sales which release of security interest shall be governed by the last sentence of this [Section 4.6]), included in the Collateral so long as # Borrower obtains Agent’s prior written consent to such release, which consent shall not be unreasonably withheld, conditioned or delayed; # no Default or Event of Default exists at the time such Contract(s) is to be released; # Borrower has entered into a written contract for the sale of such Contract(s) and has delivered to Agent a fully executed copy of such written contract; # if the Borrowers have no Excess Availability after giving effect to the sale, either # Borrower pledges to Agent additional Collateral equivalent to such Contract(s) being released, or # Borrower reduces the outstanding, unpaid principal balance of the Notes through payment in an amount equal to the sale price of such Contract(s) being released in the form of cash or the wire transfer of immediately available funds; and # immediately following the pledging of additional Collateral or payment of the Notes, a Default or Event of Default does not exist under this Agreement. Upon satisfaction of all of the foregoing conditions, Agent shall release its security interest in such Contract(s) and within a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, being released. Any distribution of interest or principal, or loss of the Collateral or any of the Property secured thereby, shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Borrowers, Agent’s Lien and security interest in the applicable Contracts and the Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of the purchase price therefore and Agent agrees to promptly execute and deliver at Borrower’s request any and all lien release and termination statements with respect thereto as Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such applicable Contracts and original Security Documents in its possession, if any.

New Collateral Locations. Each Borrower and Guarantor may only open any new location within the continental United States provided such Borrower or Guarantor # gives Administrative Agent written notice of the opening of any such new location concurrently at the time of the delivery of the next Borrowing Base Certificate required to be delivered pursuant to Section 7.1(a)(i) hereof and # executes and delivers, or causes to be executed and delivered, to Administrative Agent such agreements, documents, and instruments as Administrative Agent may deem reasonably necessary or desirable to protect its interests in the Collateral at such location.

The Company, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Holders of Secured Obligations, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of [Article 2692] of the Civil Code of Québec) in order to hold hypothecs and security granted by the Company or any Subsidiary on property pursuant to the laws of the Province of Quebec to secure obligations of the Company or any Subsidiary under any bond, debenture or similar title of indebtedness issued by the Company or any Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by the Company or any Subsidiary and pledged in favor of the Holders of Secured Obligations in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), [[Administrative Agent:Organization]] as Administrative Agent may acquire and be the holder of any bond issued by the Company or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Company or any Subsidiary).

No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in [clause (j) above].

Other Collateral Documentation. The Administrative Agent shall have received any documents reasonably requested thereby or as required by the terms of the Security Documents to evidence its security interest in the Collateral (including, without limitation, any control agreements, landlord waivers or collateral access agreements, notices and assignments of claims required under Applicable Laws, bailee or warehouseman letters or filings with the FDA or any other applicable Governmental Authority).

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Each Loan Party will safeguard and protect all Collateral for [[Organization B:Organization]]'s general account and make no disposition thereof whether by sale, lease or otherwise except as otherwise permitted under this Agreement.

In addition to the rights and remedies set forth in [Section 11.1] hereof, : # upon the occurrence and during the continuation of a Default or an Event of Default, may at any time take such steps as in its Permitted Discretion deems necessary to protect 's interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as may deem appropriate; # may, upon the occurrence and during the continuation of a Default or an Event of Default, employ and maintain at any of the Loan Parties' premises a custodian who shall have full authority to do all acts necessary to protect 's interests in the Collateral; # may, upon the occurrence and during the continuation of a Default or an Event of Default, lease warehouse facilities to which may move all or part of the Collateral; # may, upon the occurrence and during the continuation of a Default or an Event of Default, use any Loan Party's owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and # shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of the Loan Parties' owned or leased property upon the occurrence and during the continuation of a Default or an Event of Default. Each Loan Party shall cooperate fully with all of 's commercially reasonable efforts to preserve the Collateral and will take such actions to preserve the Collateral as may reasonably direct. All of 's expenses of preserving the Collateral in accordance with the terms of this Agreement and Applicable Law, including any expenses relating to the bonding of a custodian, shall be charged to ' Account as a Revolving A Advance maintained as a Domestic Rate Loan and added to the Obligations.

With respect to the Collateral, at the time the Collateral becomes subject to [[Organization B:Organization]]'s security interest: # the applicable Loan Party shall have rights to and an interest in of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to [[Organization B:Organization]]; and, except for Permitted Liens, the Collateral shall be free and clear of all Liens whatsoever; # each document and agreement executed by any

Proceeds of Collateral Each Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account) If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account

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