Distribution of Collateral Sample Clauses

Distribution of Collateral. The Securities Intermediary shall hold the Collateral in its possession until instructed hereunder to deliver the Collateral or any specified portion thereof in accordance with a Written Instruction signed by an Authorized Person of Secured Party pursuant to Section 7 or 15 hereof.
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Distribution of Collateral. Upon enforcement of this Security Agreement following the occurrence of an Event of Default, the proceeds of the Collateral shall be applied as provided in the Loan Agreement.
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Distribution of Collateral. Subject to Section 5.09 of the Pledge and Security Agreement, each amount collected or otherwise realized by the Administrative Agent in respect of the Collateral while an Event of Default has occurred and is continuing shall be allocated and paid over to (i) the Revolving Credit Lenders, the Swingline Lender and the LC Bank and (ii) the Term Loan Lenders in respect of the Secured Obligations due and owing (including provision of cover for LC Exposure) to them pro rata in accordance with the Revolving Credit Exposure (or, if the Revolving Credit Commitments have not been terminated, the Revolving Credit Commitments) and the aggregate principal amount of the Term Loans, respectively.
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Distribution of Collateral. (a) Distribution of collateral consists of: (i) satisfaction of Lender by the Collateral used for repayment; (ii) returning any remaining Collateral to Borrower, as stipulated in this Article (5.3). (b) For the purposes of this Article (5.3) liquidation value of Collateral or any portion thereof shall be calculated as 95% of the Collateral Market Value (or respective portion thereof) as of at 18:00 (CET) on the day Collateral is sent from the last of Collateral holding addresses to the Liquidator's address. Parties acknowledge and agree that discount (5%) vis-à-vis the Collateral Market Value represents a reasonable and fair valuation of, and compensation of Lender for, risks, uncertainties and estimated costs associated with the repayment of debt by collateral. (c) Upon the moment the Collateral is credited from the last of Collateral holding addresses to the Liquidator's address, Collateral will be automatically used as follows: (i) firstly, part of Collateral with liquidation value equal to the Amount due owing for the repayment of the Amount due owing; (ii) secondly, part of Collateral with liquidation value equal to the amount of default interest owing under Clause 5.1(b)(ii)(B) for the satisfaction of default interest owing under Clause 5.1(b)(ii)(B (portion of Collateral according to this Clause (5.3(c)) hereinafter referred to as the “Collateral used for repayment”). (d) For avoidance of doubt, it shall be deemed that respective obligations of Borrower were satisfied, instead of provision of monetary performance, by a provision of Collateral used for repayment (performance in-kind) [Article 3.8]. (e) Lender shall promptly return all the remaining collateral [= Collateral credited from all of the Collateral holding addresses to the Liquidator's address - Collateral used for repayment], if any, to Borrower by transferring it to Borrower's address (as defined in the Collateral escrow rules). Appropriate transaction fees will be deducted directly from the remaining collateral. (f) Should the Collateral, for whatever reasons, stay on the Collateral holding addresses despite all the conditions for signing the Transaction_default laid down by Collateral escrow rules were met, then: (i) the effects set forth in the preceding Clause (5.3(c)) shall occur: (A) upon the day stated in the notice by the Payment – O (made through the Platform or otherwise) to both Parties, stating that Payment – O is unable to send Collateral to the Liquidator's address; (B) at l...
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Distribution of Collateral. (a) Securities Intermediary shall only deliver Pledged Shares (or Cash Collateral, to the extent applicable) to Pledgor in the circumstances contemplated by Section 4.05, 4.06 or 4.16 of the PSA following delivery of Written Instructions substantially in the form of the Written Instructions contemplated by Exhibit B or C of the PSA (in the circumstances contemplated by Section 4.05 and 4.06 of the PSA, respectively) or a written notice from the Pledgor notifying the termination of the PSA delivered two years after the date of the Closing under and as defined in the stock purchase agreement dated as of the date hereof between the Secured Parties and an affiliate of the Pledgor (in the circumstances contemplated by Section 4.16 of the PSA), unless at or prior to such time a Notice of Exclusive Control or any Hold Notice has been delivered and continues to be in effect, in which case the Securities Intermediary shall not comply with the Written Instructions of the Pledgor except as to any undisputed portion of the Collateral as described in the relevant Hold Notice. (b) If a Notice of Exclusive Control has been delivered to Securities Intermediary and is in effect, upon delivery of a Withdrawal Notice to Securities Intermediary by the Secured Parties, Securities Intermediary shall deliver the Collateral to the Secured Parties in accordance with such Withdrawal Notice. Subject to the foregoing sentence, if a Hold Notice has been delivered to Securities Intermediary and is in effect, upon Securities Intermediary shall deliver the Collateral only as specified in such Hold Notice as being agreed between the Secured Parties and the Pledgor. (c) If the Collateral is disbursed in accordance with a court or arbitral order, Pledgor and the Secured Parties shall jointly represent to Securities Intermediary that such court order is final and non-appealable or otherwise binding on the Pledgor and Secured Parties in accordance with the PSA. (d) Upon the termination of this Agreement in accordance with Section 14, Securities Intermediary shall deliver the Collateral to Pledgor in accordance with the Pledgor Instructions.
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Distribution of Collateral. ProceedsIn the event that, following the occurrence or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent to protect or preserve the collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks shall determine; provided, however, that (i) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.6 or Section 2.7(f) and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), (iii) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among the Banks pro rata, and (iv) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
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Related to Distribution of Collateral

  • Distribution of Collateral Proceeds In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Application of Collateral The proceeds of any sale, or other realization (other than that received from a sale or other realization permitted by the Credit Agreement) upon all or any part of the Pledged Collateral pledged by the Pledgors shall be applied by the Secured Party as set forth in Section 7.06 of the Credit Agreement.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

  • Substitution of Collateral A Fund may substitute securities for any securities identified as Collateral by delivery to the Custodian of a Pledge Certificate executed by such Fund on behalf of the applicable Portfolio, indicating the securities pledged as Collateral.

  • Location of Collateral All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, upon 30 Business Days prior written notice to Agent.

  • Valuation of Collateral Securities Intermediary shall provide view only access to its systems to Secured Party for the purpose of communicating data as to the Reserve Account as of that date.

  • Retention of Collateral In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.

  • Protection of Collateral (a) The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (C) enforce any of the Collateral; or (D) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

  • Application of Collateral Proceeds The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Lender, at the time of or received by Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

  • Compromises and Collection of Collateral The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.

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