Application of Security, Proceeds Clause Samples

Application of Security, Proceeds. Guarantor expressly waives any right to the benefit of or to require or control application of any security or collateral or property or the proceeds of any security or collateral or property now existing or hereafter obtained by the Lender as security for the Guaranteed Debt, or any part thereof, and agrees that the Lender shall have no duty insofar as the Guarantor is concerned to apply upon any of the Guaranteed Debt any monies, payments or other property at any time received by or paid to or in the possession of the Lender, except as the Lender shall determine in its sole discretion.
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Application of Security, Proceeds. 19.6.1 All amounts (i) on deposit with the Security Trustee pursuant to Section 17.6 or (ii) constituting Security Proceeds received by the Security Trustee in each case after the occurrence of an Event of Default and the Loans have been accelerated shall be paid in accordance with the following order of priorities: (i) first, in or towards payment or reimbursement of all fees, costs and expenses paid by or on behalf of each of the Security Trustee, the Controlling Lenders or the Facility Agent in connection with its entering upon, taking possession of, holding, managing, selling or otherwise disposing of the Collateral or any portion thereof and any and all Taxes, assessments or other charges of any kind imposed on the Security Trustee in connection with the Collateral in priority to the Security Interests of any Security Document that the Security Trustee determines in good faith to pay or be paid pursuant to written instructions from the Controlling Lenders, and any other amounts payable to the Security Trustee hereunder or under any other Security Document in respect of any indemnities or other obligations of the Borrower relating thereto; (ii) second, in or towards payment pro rata of any amounts due to the Lenders but unpaid under the Operative Documents (other than as provided in clause ”third” or “fourth” below); (iii) third, in or towards payment pro rata of any accrued interest (including interest on Unpaid Sums) and Break Amount, if any, due to the Lenders but unpaid under this Agreement; (iv) fourth, in or towards payment pro rata of any principal due to the Lenders but unpaid under this Agreement; and (v) fifth, at such time as no Event of Default is continuing or all the Secured Obligations have been discharged in full, to the Borrower. 19.6.2 The Security Trustee shall, if so directed by all of the Lenders, vary the order set out in Sections 19.6.1(ii) to 19.6.1(v). 19.6.3 Sections 19.6.1(ii) to 19.6.1(v) will override any inconsistent instructions made by the Borrower.
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Application of Security, Proceeds. All Security Proceeds shall, to the extent permitted by applicable law, be applied by the Security Agent in the following order: 31.9.1 first, in or towards the discharge of all amounts ranking in priority as a matter of law to any of the Secured Obligations; 31.9.2 secondly, in or towards the discharge of all of the Agents' outgoings, costs, charges, expenses and liabilities in connection with acting as Agents under any of the Facility Documents (including, without limitation, all assessments to tax made on an Agent in respect of any of the Secured Property or in respect of anything done by it in its capacity as Agent under any of the Facility Documents or otherwise by virtue of its acting as Agent under any of the Facility Documents) pro rata to the amounts owed to each of the Agents; 31.9.3 thirdly, in setting aside, by way of reserve, such reasonable amounts as the Security Agent thinks fit to meet any of the amounts referred to in paragraphs (a) and (b) above which will or may arise in the future; 31.9.4 fourthly, in or towards the discharge of the Secured Obligations (to the extent not discharged pursuant to paragraphs (a) or (b) above) pro rata to the amounts owed to each of the Finance Parties by payment to the Facility Agent; and 31.9.5 fifthly, by payment (after providing for amounts ranking in priority as a matter of law) to the Borrower or to such other person as may be entitled thereto. The fact that the Security Agent may make a payment pursuant to paragraph 31.9.1 to 31.9.5 above will not thereafter prevent the Security Agent from applying any further Security Proceeds in the order set out in this Clause 31.9.
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Application of Security, Proceeds. Amounts standing to the credit of the account or accounts referred to in Clause 30.6 (Security Proceeds) shall (save to the extent prohibited by any applicable law) be applied by the Agent in the following order of priority: 30.7.1 FIRST, in or towards payment of any unpaid costs and expenses of the Agent; 30.7.2 SECONDLY, in or towards discharging all assessments to tax made on the Agent (or, as the case may be, any other Security Party) in respect of any of the Security held by it or its receipt of the Security Proceeds;
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Application of Security, Proceeds. 9.1 Any money received under the powers conferred by this Debenture will, subject to the payment or repayment of any prior claims, be paid or applied in the following order of priority:- 9.1.1 in or towards satisfaction of all costs, charges and expenses incurred, and payments made, by the Lender and/or the Receiver including the remuneration of the Receiver; 9.1.2 in or towards satisfaction of the Loan in whatever order the Lender may require; 9.1.3 as to the surplus (if any) to the person(s) entitled to it; provided that the Receiver may retain any money in his hands for so long as he thinks fit, and the Lender may, without prejudice to any other rights the Lender may have at any time and from time to time, place and keep for such time as the Lender may think prudent any money received, recovered or realised under or by virtue of this Debenture to or at a separate or suspense account to the credit either of the Company or of the Lender as the Lender thinks fit without any immediate obligation on the part of the Lender to apply such money or any part of such money in or towards the payment or discharge of the Loan. 9.2 Subject to clause 9.1, any money received or realised by the Lender from the Company or a Receiver under this Debenture or any administrator may be applied by the Lender to any item of account or liability or transaction in such order or manner as the Lender may determine.
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Related to Application of Security, Proceeds

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith, which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.

  • Delivery and Control of Security Collateral (a) Any certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations. (b) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee. (c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above. (f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction. (g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.

  • Perfection of Security Interest Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

  • Protection of Security Interest With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Contribution Agreement, (ii) at the expense of the Servicer, on behalf of the Borrower take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Servicer, on behalf of the Borrower) effective financing statements against the Transferor in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) at the expense of the Servicer, on behalf of the Borrower, take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (v) take all additional action that the Administrative Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.