Common use of Personal Property Securities Register Clause in Contracts

Personal Property Securities Register. 13.1 This clause applies to the extent that this Agreement provides for or contains a ‘security interest’ for the purposes of PPS Law (or part of it). 13.2 The security interest arising under any retention of title is a PMSI to the extent that it can be under section 14 of the PPS Law. The Buyer agrees that all collateral which is at any time subject to the Company’s security interest secures its own purchase price. The Buyer agrees, in addition, to the extent possible under PPS Law, that all collateral which is at any time subject to the Company’s security interest secures as a PMSI the purchase price of all collateral supplied to the Buyer. This clause does not limit what other amounts are secured under this Agreement. 13.3 The parties agree that payments to the Company from the Buyer will be applied in the following order: (a) to obligations that are not secured, in the order in which those obligations were incurred; (b) to obligations that are secured, but not by PMSIs, in the order in which those obligations were incurred; (c) to obligations that are secured by PMSIs, in the order in which those obligations were incurred. 13.4 The Company may register its security interest and may recover from the Buyer its costs (including external service provider’s costs and registration fees) reasonably incurred in so doing. The Buyer must do anything (such as obtaining consents, providing information, authorities and documents, and signing documents) which the Company requires for the purposes of: (a) ensuring that the Company’s security interest is enforceable, perfected and otherwise effective under the PPS Law; (b) enabling the Company to gain first priority (or any other priority agreed to by the Company in writing) for its security interest; and (c) enabling the Company to exercise rights in connection with the security interest. 13.5 The Buyer agrees that it will not allow anything to be done or act in a way that might adversely affect the security interest in the Products that is granted to the Company by virtue of this clause 13. 13.6 The rights of the Company under this Agreement are in addition to and not in substitution for the Company’s rights under other law (including the PPS Law) and the Company may choose whether to exercise rights under this Agreement, or under such other law as it sees fit. 13.7 The following provisions of the PPS Law do not apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this Agreement to the extent permitted by PPS Law: sections 95, 96, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143. 13.8 The following provisions of the PPS Law: section 123 (seizing collateral), section 126 (apparent possession), section 128 (secured party may dispose of collateral), section 129 (disposal by purchase) and section 134(1) (retention of collateral), confer rights on the Company. The Buyer agrees that in addition to those rights, the Company shall, if there is: (a) default by the Buyer; (b) the appointment of a receiver, or receiver and manager to the Buyer; (c) the appointment of any administrator of the affairs of insolvent companies to the Buyer; (d) the commencement of any proceedings or the making of any application for the appointment of any such person mentioned above; (e) a mortgagee or agent for such mortgagee entering into possession of the Buyer’s assets or undertaking; or (f) a breach of any of the provisions of this Agreement, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any goods supplied by the Company to the Buyer, not only under those sections but also, as additional and independent rights, under this Agreement and the Buyer agrees that the Company may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or licence. 13.9 The Buyer waives its rights to receive notice of a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law, whether the relevant security interest is provided for under this or any other security agreement. 13.10 Solely for the purpose of allowing to the Company the benefit of section 275(6) of the PPS Law, the Company and the Buyer agree that neither of them must disclose information of the kind that can be requested under section 275(1) of the PPS Law. However no compensation or damages is payable in respect of any breach by such disclosure. 13.11 To the extent there is inconsistency between this clause 13 and any other part of this Agreement, this clause prevails.

Personal Property Securities Register. 13.1 This ‌ 2.7.1 Any defined terms used in this clause applies but not defined in this Agreement will have the meaning given to them in the extent Personal Property Securities Act 2009 (Cth) (“PPSA”). 2.7.2 Legal and beneficial ownership in the Products will not pass to Customer until Customer has paid in full the price for those Products. Customer acknowledges that this constitutes a Security Agreement provides for or contains a ‘security interest’ for the purposes of PPS Law the PPSA and that a Security Interest exists in all Products supplied to Customer (or part of itand their proceeds). 13.2 The security interest arising under any retention of title is a PMSI 2.7.3 Until all outstanding monies have been paid to AAE for the extent that it can be under section 14 of the PPS Law. The Buyer agrees that all collateral which is at any time subject Products delivered to the Company’s security interest secures its own purchase price. The Buyer agrees, in addition, to the extent possible under PPS Law, that all collateral which is at any time subject to the Company’s security interest secures as a PMSI the purchase price of all collateral supplied to the Buyer. This clause does not limit what other amounts are secured under this Agreement. 13.3 The parties agree that payments to the Company from the Buyer will be applied in the following order:Customer:‌ (a) to obligations Customer must separately store those Products in such a way that makes it clear that they are not secured, in the order in which those obligations were incurredproperty of AAE; (b) to obligations that are secured, but not by PMSIs, in the order event the Customer defaults on its payment obligations under this Agreement, AAE or its representatives will be entitled, without the necessity of giving any notice, to exercise the rights contained in which section 123 of the PPSA to enter premises occupied by Customer to search for and remove any of those obligations were incurred; (c) Products without in any way being liable to obligations that are secured by PMSIsCustomer, in the order in which those obligations were incurred. 13.4 The Company may register its security interest and may recover from dispose of or retain such Products as AAE sees fit. If the Buyer its costs (including external service provider’s costs and registration fees) reasonably incurred in so doing. The Buyer must do anything (such as obtaining consents, providing information, authorities and documents, and signing documents) which the Company requires for the purposes of: (a) ensuring that the Company’s security interest is enforceable, perfected and otherwise effective under the PPS Law; (b) enabling the Company to gain first priority (Products or any of them are wholly or partially attached to or incorporated in any other priority agreed good,‌ AAE may (when practical) disconnect them in any way necessary to by remove the Company in writing) for its security interestProducts; and (c) enabling the Company all costs and expenses incurred by AAE as a result of taking action in accordance with clause 2.7.4(b), together with transportation and storage charges, must be paid by Customer to exercise rights in connection with the security interestAAE on demand. 13.5 2.7.4 Until title to the Products passes to Customer, Customer acknowledges and agrees:‌ (a) that the Products supplied and not resold are held by it as bailee for AAE; (b) that any resale of the Products must only be made on the condition the purchaser is expressly made aware of the existence of AAE rights under this clause 2.7; (c) if the Products have been resold by Customer, that Customer will hold the proceeds of sale on trust for AAE immediately when they are receivable or received;‌ (d) when the proceeds held in trust for AAE under clause 2.7.5(c) are received they must either be paid immediately to AAE or held in a separate bank account as trustee for AAE and they must not be used by Customer in any other way. 2.7.5 This Agreement creates a purchase money Security Interest (“PMSI”) in the Products, any goods in which the Products are used as a component, and all proceeds from their respective resale by Customer. The Buyer Security Interest is granted to secure Customer’s proper performance of the Agreement. 2.7.6 For the avoidance of doubt, Xxxxxxxx acknowledges and agrees that it grants to AAE a Security Interest in all Products supplied by AAE to Customer whether now or in the future and in any proceeds from the sale of those Products. 2.7.7 The parties agree that pursuant to sections 115(1) and 115(7) of the PPSA the following sections of the PPSA will not allow anything apply to be done or act in a way that might adversely affect the security interest in the Products that is granted to the Company by virtue of this clause 13. 13.6 The rights of the Company under this Agreement are in addition to and not in substitution for the Company’s rights under other law (including the PPS Law) and the Company may choose whether to exercise rights under this Agreement, or under such other law as it sees fit. 13.7 The following provisions of the PPS Law do not apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this Agreement to the extent permitted by PPS Law: law): sections 95, 96, 117, 118, 121(4)) 125, 125127 129, 130, 132(3)(d132, 134(2) 135, 136(3), 132(4136(4), 135136(5), 137, 142 and 143. 13.8 The following provisions 2.7.8 For the purposes of section 14(6) of the PPS Law: section 123 (seizing collateral), section 126 (apparent possession), section 128 (secured party may dispose of collateral), section 129 (disposal PPSA the parties agree that any payments received by purchase) AAE from Customer pursuant to or in any way connected with this Agreement will be applied in such order as AAE deems fit in its absolute discretion. 2.7.9 Customer consents and section 134(1) (retention of collateral), confer rights on the Company. The Buyer agrees that in addition to those rights, the Company shall, if there isthat: (a) default by it must sign all documents and take all steps as AAE may reasonably require in connection with the Buyer;registration, perfection and enforcement of this PMSI; and (b) all Products remain the appointment property of AAE until paid in full. This Agreement and each Invoice issued under this Agreement constitute a receiverSecurity Agreement for the purposes of the PPSA, or receiver and manager create a Security Interest in all previously supplied and future supply of Products by AAE to the Buyer;Customer; and (c) the appointment of Security Interest(s) created by this Agreement or any administrator of the affairs of insolvent companies other document relating to the Buyer;subject of this Agreement may be registered with the relevant authority or public register; and (d) AAE is not obliged to give any notice or documents under the commencement of any proceedings or PPSA unless the making of any application for the appointment of any such person mentioned above; (e) a mortgagee or agent for such mortgagee entering into possession of the Buyer’s assets or undertaking; or (f) a breach of any of the provisions of this Agreement, have the relevant obligation cannot be excluded. Customer waives its right to seize, purchase, take possession or apparent possession, retain, deal be provided with or dispose of any goods supplied by the Company verification statements pursuant to the Buyer, not only under those sections but also, as additional and independent rights, under this Agreement and the Buyer agrees that the Company may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or licence. 13.9 The Buyer waives its rights to receive notice of a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law, whether the relevant security interest PPSA. 2.7.10 It is provided for not intended by AAE or Customer that by supplying or accepting Products and/or services under this clause 2.7, to create a charge or mortgage over any other security agreementProducts supplied. 13.10 Solely for the purpose 2.7.11 Customer agrees to indemnify AAE against all expenses, losses, and damages incurred or sustained by AAE (including legal costs on a solicitor and own client basis) as a result of allowing or in relation to the Company the benefit exercise by AAE of section 275(6) of the PPS Law, the Company and the Buyer agree that neither of them must disclose information of the kind that can be requested its rights under section 275(1) of the PPS Law. However no compensation or damages is payable in respect of any breach by such disclosurethis Agreement. 13.11 To 2.7.12 Customer authorises AAE to search the extent there is inconsistency between this clause 13 and Personal Property Securities Register at any other part of this Agreement, this clause prevailstime for any information about Customer.

Personal Property Securities Register. 13.1 This 2.7.1 Any defined terms used in this clause applies but not defined in this Agreement will have the meaning given to them in the extent Personal Property Securities Act 2009 (Cth) (“PPSA”). 2.7.2 Legal and beneficial ownership in the Products will not pass to Customer until Customer has paid in full the price for those Products. Customer acknowledges that this constitutes a Security Agreement provides for or contains a ‘security interest’ for the purposes of PPS Law the PPSA and that a Security Interest exists in all Products supplied to Customer (or part of itand their proceeds). 13.2 The security interest arising under any retention of title is a PMSI 2.7.3 Until all outstanding monies have been paid to AAE for the extent that it can be under section 14 of the PPS Law. The Buyer agrees that all collateral which is at any time subject Products delivered to the Company’s security interest secures its own purchase price. The Buyer agrees, in addition, to the extent possible under PPS Law, that all collateral which is at any time subject to the Company’s security interest secures as a PMSI the purchase price of all collateral supplied to the Buyer. This clause does not limit what other amounts are secured under this Agreement. 13.3 The parties agree that payments to the Company from the Buyer will be applied in the following orderCustomer: (a) to obligations Customer must separately store those Products in such a way that makes it clear that they are not secured, in the order in which those obligations were incurredproperty of AAE; (b) to obligations that are secured, but not by PMSIs, in the order event the Customer defaults on its payment obligations under this Agreement, AAE or its representatives will be entitled, without the necessity of giving any notice, to exercise the rights contained in which section 123 of the PPSA to enter premises occupied by Customer to search for and remove any of those obligations were incurred; (c) Products without in any way being liable to obligations that are secured by PMSIsCustomer, in the order in which those obligations were incurred. 13.4 The Company may register its security interest and may recover from dispose of or retain such Products as AAE sees fit. If the Buyer its costs (including external service provider’s costs and registration fees) reasonably incurred in so doing. The Buyer must do anything (such as obtaining consents, providing information, authorities and documents, and signing documents) which the Company requires for the purposes of: (a) ensuring that the Company’s security interest is enforceable, perfected and otherwise effective under the PPS Law; (b) enabling the Company to gain first priority (Products or any of them are wholly or partially attached to or incorporated in any other priority agreed good, AAE may (when practical) disconnect them in any way necessary to by remove the Company in writing) for its security interestProducts; and (c) enabling the Company all costs and expenses incurred by AAE as a result of taking action in accordance with clause 2.7.4(b), together with transportation and storage charges, must be paid by Customer to exercise rights in connection with the security interestAAE on demand. 13.5 2.7.4 Until title to the Products passes to Customer, Customer acknowledges and agrees: (a) that the Products supplied and not resold are held by it as bailee for AAE; (b) that any resale of the Products must only be made on the condition the purchaser is expressly made aware of the existence of AAE rights under this clause 2.7; (c) if the Products have been resold by Customer, that Customer will hold the proceeds of sale on trust for AAE immediately when they are receivable or received; (d) when the proceeds held in trust for AAE under clause 2.7.5(c) are received they must either be paid immediately to AAE or held in a separate bank account as trustee for AAE and they must not be used by Customer in any other way. 2.7.5 This Agreement creates a purchase money Security Interest (“PMSI”) in the Products, any goods in which the Products are used as a component, and all proceeds from their respective resale by Customer. The Buyer Security Interest is granted to secure Customer’s proper performance of the Agreement. 2.7.6 For the avoidance of doubt, Xxxxxxxx acknowledges and agrees that it grants to AAE a Security Interest in all Products supplied by AAE to Customer whether now or in the future and in any proceeds from the sale of those Products. 2.7.7 The parties agree that pursuant to sections 115(1) and 115(7) of the PPSA the following sections of the PPSA will not allow anything apply to be done or act in a way that might adversely affect the security interest in the Products that is granted to the Company by virtue of this clause 13. 13.6 The rights of the Company under this Agreement are in addition to and not in substitution for the Company’s rights under other law (including the PPS Law) and the Company may choose whether to exercise rights under this Agreement, or under such other law as it sees fit. 13.7 The following provisions of the PPS Law do not apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this Agreement to the extent permitted by PPS Law: law): sections 95, 96, 117, 118, 121(4)) 125, 125127 129, 130, 132(3)(d132, 134(2) 135, 136(3), 132(4136(4), 135136(5), 137, 142 and 143. 13.8 The following provisions 2.7.8 For the purposes of section 14(6) of the PPS Law: section 123 (seizing collateral), section 126 (apparent possession), section 128 (secured party may dispose of collateral), section 129 (disposal PPSA the parties agree that any payments received by purchase) AAE from Customer pursuant to or in any way connected with this Agreement will be applied in such order as AAE deems fit in its absolute discretion. 2.7.9 Customer consents and section 134(1) (retention of collateral), confer rights on the Company. The Buyer agrees that in addition to those rights, the Company shall, if there isthat: (a) default by it must sign all documents and take all steps as AAE may reasonably require in connection with the Buyer;registration, perfection and enforcement of this PMSI; and (b) all Products remain the appointment property of AAE until paid in full. This Agreement and each Invoice issued under this Agreement constitute a receiverSecurity Agreement for the purposes of the PPSA, or receiver and manager create a Security Interest in all previously supplied and future supply of Products by AAE to the Buyer;Customer; and (c) the appointment of Security Interest(s) created by this Agreement or any administrator of the affairs of insolvent companies other document relating to the Buyer;subject of this Agreement may be registered with the relevant authority or public register; and (d) AAE is not obliged to give any notice or documents under the commencement of any proceedings or PPSA unless the making of any application for the appointment of any such person mentioned above; (e) a mortgagee or agent for such mortgagee entering into possession of the Buyer’s assets or undertaking; or (f) a breach of any of the provisions of this Agreement, have the relevant obligation cannot be excluded. Customer waives its right to seize, purchase, take possession or apparent possession, retain, deal be provided with or dispose of any goods supplied by the Company verification statements pursuant to the Buyer, not only under those sections but also, as additional and independent rights, under this Agreement and the Buyer agrees that the Company may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or licence. 13.9 The Buyer waives its rights to receive notice of a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law, whether the relevant security interest PPSA. 2.7.10 It is provided for not intended by AAE or Customer that by supplying or accepting Products and/or services under this clause 2.7, to create a charge or mortgage over any other security agreementProducts supplied. 13.10 Solely for the purpose 2.7.11 Customer agrees to indemnify AAE against all expenses, losses, and damages incurred or sustained by AAE (including legal costs on a solicitor and own client basis) as a result of allowing or in relation to the Company the benefit exercise by AAE of section 275(6) of the PPS Law, the Company and the Buyer agree that neither of them must disclose information of the kind that can be requested its rights under section 275(1) of the PPS Law. However no compensation or damages is payable in respect of any breach by such disclosurethis Agreement. 13.11 To 2.7.12 Customer authorises AAE to search the extent there is inconsistency between this clause 13 and Personal Property Securities Register at any other part of this Agreement, this clause prevailstime for any information about Customer.