Lost Priority Capital Sample Clauses

Lost Priority Capital. For the avoidance of doubt, any Lost Priority Capital that is excluded from the Priority Amount during a given Reservation Period for which the Company does not commit to Third-Party Commitments during such Reservation Period shall become Restored Lost Capital Amount, and therefore added back to the Priority Amount on the following Reservation Date. If, however, Lost Priority Capital becomes subject to a Third-Party Commitment, the Company may use that amount for such Third-Party Commitment and it shall not added back to the Priority Amount at the next Reservation Date. The Company shall ensure that any Subsequent Bulk Asset Contribution that provides any Other Customer with Other Customers Priority Capital shall include a provision requiring that any amount of Other Customers Priority Capital that is reserved for use and not actually used by the Other Customer (including in connection with land acquisitions and site development work on land that is owned by Company Affiliates or that the Company intends to acquire) within any three-month period to be “lost” and no longer be deemed to be Other Customers Priority Capital. In the event the Company fails to apply such terms to any Other Customers Priority Capital in connection with a Subsequent Bulk Asset Contribution, then the Founder Parties shall have the right to eliminate the concept of “Lost Priority Capital” from the Capital Priority Right (such right, the “Lost Priority Capital Recovery Right”). The Company shall provide notice to Founder Parties that the Lost Priority Capital Recovery Right under this Section 3.03(b) has been triggered, promptly upon execution of such applicable Subsequent Bulk Asset Contribution. Upon the Founder Parties’ exercise of such right by delivering written notice to the Company, then effective immediately, any outstanding amounts of capital that have been deemed Lost Priority Capital will be added back to the calculation of Founder Parties’ Priority Amount, and any amounts that would have been deemed Lost Priority Capital prior to the delivery of such notice of exercise shall no longer be deducted from Founder Parties’ Priority Amount on a going-forward basis. Such change shall remain effective in perpetuity for as long as Founders Parties retain its Capital Priority Right.
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Related to Lost Priority Capital

  • Servicer to Maintain Perfection and Priority The Servicer covenants that, in order to evidence the interests of CNHCR and Issuing Entity under this Agreement, Servicer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by Issuing Entity) to maintain and perfect, as a first priority interest, Issuing Entity’s security interest in the Receivables. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuing Entity for Issuing Entity to authorize the Servicer to file all financing statements, amendments, continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuing Entity’s security interest in the Receivables as a first-priority interest (each a “Filing”). Issuing Entity shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR or Issuing Entity where allowed by applicable law.

  • Loss of Collateral There occurs any uninsured loss to any material portion of the Collateral; or

  • Financing Matters If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

  • Financing Statements and Other Filings; Maintenance of Perfected Security Interest Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule 7 annexed to the Perfection Certificate. Each Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection Certificate and shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may deem reasonably necessary, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office) wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Each Pledgor hereby authorizes the Collateral Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets in which the Pledgor now owns or hereafter acquires rights.”