PARTICULAR TERMS AND CONDITIONS Clause Samples

PARTICULAR TERMS AND CONDITIONS. The grant, sale and transfer of the Participation Interest and the purchase, acceptance, and assumption thereof by Participant pursuant to this Agreement, are expressly subject to each of the following terms and conditions (unless waived in writing by GBCC), each of which is expressly acknowledged, agreed and consented to by Participant: (a) Until all Other Obligations have been paid and satisfied in full, all amounts received by GBCC in respect of the Obligations, including, without limitation, all payments and prepayments, all proceeds of collateral, and all other amounts at any time collected by GBCC from or for the account of Company or any Guarantor of the Loan Agreement, shall be applied in such manner as GBCC shall determine in its sole discretion and notwithstanding any directive by anyone to the contrary. Without limiting GBCC's discretion, in the ordinary course GBCC intends to apply such collections as follows: (i) to GBCC for all amounts payable under the Loan Agreement and Transaction Documents for accrued but unpaid interest with respect to the Other Obligations and fees and expenses to which GBCC is entitled to reimbursement under the terms of the Transaction Documents or this Agreement; (ii) all other out-of-pocket expenses incurred by GBCC in performing its obligations under this Agreement or to which GBCC is otherwise entitled to reimbursement under the terms hereunder; (iii) to payment in full of the remaining Other Obligations, including all interest with respect to the Other Obligations and costs, fees and charges due GBCC after the entry of an order for relief against Company or any Guarantor in any bankruptcy or insolvency case or proceeding, whether or not such interest, cost, fees and charges would be an allowed claim in such proceeding, and (iv) to the Special Advances and interest thereon constituting the Participation Interest. (b) All transactions hereunder or in connection with the Transaction Documents shall be conducted solely in the name of GBCC without any notice to Participant required. Participant shall have no right to exercise any rights or remedies under the Transaction Documents and no right to approve or direct the taking or refraining from taking of any action thereunder, at any time, and GBCC shall retain exclusively, all rights to exercise, or refrain from exercising, all rights and remedies under the Transaction Documents, with or without notice to or consent of Participant. GBCC is not a fiduciary or trustee of...