Term Priority Collateral Clause Samples

The Term Priority Collateral clause establishes the order in which collateral is applied to satisfy obligations under an agreement. It specifies which assets or forms of collateral take precedence if multiple types are pledged, ensuring that parties know which collateral will be used first in the event of default or enforcement. This clause is essential for clarifying the hierarchy of claims, reducing disputes, and providing certainty to both parties about the treatment of collateral.
Term Priority Collateral. The Administrative Agent shall be satisfied with the valid perfected Second Priority security interest in favor of Collateral Agent, for the benefit of Secured Parties, in the Term Priority Collateral of each Credit Party.
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Term Priority Collateral. If a Loan Party shall at any time or from time to time: (i) make a Disposition of any Term Priority Collateral; (ii) suffer an Event of Loss with respect to Term Priority Collateral; or (iii) after the occurrence and during the continuance of a Specified Event, receive any Rent Payment or License Payment, then (A) the Borrower shall promptly notify Agent of any such Disposition or Event of Loss in excess of $1,000,000 (including the amount of the estimated Net Proceeds to be received by a Loan Party in respect of such Disposition or Event of Loss, including any insurance proceeds) and (B) promptly upon receipt by a Loan Party of any Net Proceeds (other than, so long as no Specified Event has occurred and is continuing, (i) Net Proceeds of up to $1,000,000.00 in the aggregate in any Fiscal Year, (ii) Net Proceeds from sales of vehicles owned by any Loan Party, or (iii) Net Proceeds from the Target Sale), the Loan Parties shall deliver, or cause to be delivered, such excess Net Proceeds, Rent Payment or License Payment, to Agent for distribution to the Lenders in accordance with their Loan Percentages as a prepayment of the Loans; provided that if (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower has given Agent prior written notice of it or its Subsidiary’s intention to apply the Net Proceeds from such Event of Loss to the costs of repair or replacement of the properties or assets that are the subject of such Event of Loss, (iii) once the aggregate Net Proceeds from all Dispositions and Events of Loss in the current Fiscal Year are greater than or equal to $1,000,000, the Borrower deposits or causes its Subsidiary to deposit the Net Proceeds therefrom into the Term Loan Priority Account, and (iv) the Borrower or its Subsidiary, as applicable, completes such repair or replacement, within the Reinvestment Threshold Time after the initial receipt of such Net Proceeds, then the Loan Party whose assets were the subject of such Event of Loss shall have the option to apply up to the Reinvestment Threshold Amount in respect of any Event of Loss to the costs of repair or replacement of the assets that are the subject of such Event of Loss. Any portion of the Net Proceeds of such Event of Loss in excess of the Reinvestment Threshold Amount or that has not been used by the applicable Loan Party within the Reinvestment Threshold Time after receipt of the Net Proceeds to repair or replace the relevant assets shall be applied as a prepa...
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Term Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued to any Credit Party in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received from a sale or disposition of ABL Priority Collateral and Term Priority Collateral and shall be, subject to the last sentence of Section 6.4, allocated as proceeds of ABL Priority Collateral and Term Priority Collateral in proportion to the ABL Priority Collateral and Term Priority Collateral owned at such time by the issuer of such Equity Interests.
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Term Priority Collateral. All fixed assets of all Borrowers and the related intellectual property of all Borrowers as described in Section 4.19.
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Related to Term Priority Collateral

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of Agent, for the ratable benefit of Agent and Lenders.

  • Collateral Each of the Banks represents to the Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.

  • Possessory Collateral Immediately upon Borrower's receipt of any portion of the Collateral evidenced by an agreement, Instrument or Document, including, without limitation, any Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably authorized, as Borrower's attorney and agent-in-fact, to endorse or assign the same on Borrower's behalf.

  • Proceeds of Collateral Borrowers 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.

  • Additional Collateral (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.