Proceeds Account Sample Clauses
Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Treasury Management Agreement or Swap Contract between any Loan Party and any Lender or Affiliate of a Lender) upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at its option, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the “Proceeds Account”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and each Debtor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any reasonable manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable Laws. Each Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, such Debtor shall not have any right of withdrawal with respect to such funds. Accordingly, each Debtor irrevocably waives until the termination of this Agreement and the Security Interest in accordance with Section 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.
Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated at such time as there may exist an Event of Default, Xxxx may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the “Proceeds Account”) created and maintained by Xxxx for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as Xxxx may elect to apply such proceeds to the Secured Obligations, and the Company agrees that such retention of such proceeds by Xxxx shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by Xxxx, estimate the liquidated amount of any such contingent, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by Applicable Law. The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, the Company shall not have any right of withdrawal with respect to such funds. Accordingly, the Company irrevocably waives until the termination of this Agreement in accordance with Section 23 the right to make any withdrawal from the Proceeds Account and the right to instruct Xxxx to honor drafts against the Proceeds Account.
Proceeds Account. 9.2.1 The Borrower will open a current account (Kontokorrentkonto) with the Agent at the latest at Financial Close, such account to be pledged by the Borrower in favour of the Lenders by entering into an account pledge agreement substantially in the form set out in Schedule 7 (Form of Account Pledge Agreement) (the “Revenue Account”).
9.2.2 The Revenue Account will be used to collect all revenues and income generated by the Borrower’s business apart from the budgeted Start-up Cash Flows as set out in the Base Case delivered pursuant to Schedule 2 (Conditions for First Drawdown) paragraph 9 and Excess Start-up Cash Flows in an amount of up to EUR 15 million. The Borrower will ensure that all payments to be made by the respective counterparties to any agreement concluded with the Borrower, apart from Shareholder Contributions, are made into the Revenue Account.
9.2.3 The Borrower may elect to open a further account with HVB Banque Luxembourg Société Anonyme and/or the Agent in respect of investments which may be made by the Borrower pursuant to Clause 9.2.4 (each an “Investment Account”, together with the Revenue Account, the “Proceeds Account”), such accounts to be pledged by the Borrower in favour of the Lenders by entering into an account pledge agreement substantially in the form set out in Schedule 8 (Form of Luxembourg Account Pledge Agreement) in respect of the Investment Account maintained with HVB Banque Luxembourg Société Anonyme and in the form set out in Schedule 7 (Form of Account Pledge Agreement) in respect of the Investment Account maintained with the Agent. The Borrower will at its own cost provide the Agent with a legal opinion satisfactory to the Agent and issued by a reputable Luxembourg law firm in respect of, inter alia, the validity and enforceability of such Luxembourg account pledge agreement.
9.2.4 The Borrower may invest the balance standing to the credit of the Revenue Account in Permitted Investments, provided that such Permitted Investments are deposited in the Investment Account and the maturity of such Permitted Investments does not conflict with the anticipated payments to be made by the Borrower pursuant to Clause 9.4.3 (
Proceeds Account. The Mortgages contain an assignment to the Administrative Agent by the Borrower and its Subsidiaries, as applicable, of all Production and Production Proceeds (in each case as defined in the Mortgages). Notwithstanding such assignment, the Borrower or such Subsidiary, as applicable, may, until the Administrative Agent shall give notice to the contrary, as provided in Section 3.1 of the Mortgages, receive such Production and Production Proceeds. Thereafter, all Production and Production Proceeds shall be paid directly into an account of the Borrower maintained with the Administrative Agent (the “Proceeds Account”). The Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties, subject to the prior assignment in favor of the Administrative Agent of such Production and Production Proceeds, a security interest in the Proceeds Account and all proceeds thereof.
Proceeds Account. The purchase price for all Notes shall be deposited into the Proceeds Account pursuant to Section 3.1; provided, that $35,000,000 in proceeds from the initial sale of the Notes shall be directed to the Company’s disbursement account (pursuant to wire instructions provided to the Purchasers) and/or to pay down the ABL DIP Facility and otherwise used in accordance with Section 9.10. The Company may withdraw amounts from the Proceeds Account in minimum increments of $500,000 solely to pay expenses and other amounts permitted to be paid pursuant to the Approved DIP Budget for the next seven (7) days (subject to any permitted variance in the DIP Order) from the time of such withdrawal so long as (a) Purchasers have received an Officer’s Certificate (x) specifying the amount of the requested withdrawal at least on the later of the date on which the Interim DIP Order is entered and the second (2nd) Business Day prior to the proposed withdrawal, (y) certifying that the funds to be withdrawn shall be used only to pay expenses and other amounts pursuant to a schedule setting forth the disbursements to be funded from the funds to be withdrawn, which disbursements shall be due or become due during the seven (7) calendar days following such withdrawal and (z) certifying as to the matters in the following clauses (b) through (d), (b) the ABL DIP Facility is fully drawn as of the date of the withdrawal request, (c) before and after giving effect to the requested withdrawal, no Default or Event of Default shall have occurred and be continuing, (d) the representations and warranties of the Company and the Guarantors in this Agreement and the other Note Purchase Documents shall be correct in all material respects (or in all respects in the case of any such representations and warranties qualified by materiality) as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were correct in all material respects as of such earlier date and (e) the Holders have received a schedule setting forth the disbursements to be funded from the funds to be withdrawn, which disbursements shall be due or become due during the seven (7) calendar days following such withdrawal. Except as permitted by the DIP Order, the Company shall not be permitted to withdraw amounts from the Proceeds Account after delivery of a notice from the Required Holders that such withdrawals will not be permitted, ...
Proceeds Account. The Security Documents contain an assignment to the Lender by the Borrower and its Subsidiaries, as applicable, of all production of Hydrocarbons and all proceeds attributable thereto properly allocable to the Mortgaged Properties. Notwithstanding such assignment of production, the Borrower may, until the Lender shall give notice to the contrary, receive such proceeds. Thereafter, all such proceeds from the sale of such production shall be paid directly into an account of the Borrower maintained with the Lender (the "PROCEEDS ACCOUNT"). The Borrower hereby grants to the Lender, subject to the prior assignment in favor of the Lender of such production and its proceeds, a security interest in the Proceeds Account and all proceeds thereof.
Proceeds Account. On receipt, unless the Agent otherwise agrees, the Borrower must deposit, or cause to be deposited, into a Proceeds Account:
(a) all money received by an Obligor from Sales Proceeds or otherwise from the sale of minerals (including copper and silver) extracted or derived from the Project and any other operating revenue received by an Obligor;
(b) net amounts received by an Obligor under or in relation to any Hedging Agreement;
(c) interest on the Project Accounts;
(d) the proceeds of the Loan under this Agreement and the proceeds of loans received under each Other Debt Document;
(e) any liquidated damages payable under or in connection with the Material Contracts;
(f) all GST refunds and input tax credits;
(g) all net proceeds received under any Derivative Transaction entered into in accordance with the Approved Hedging Programme;
(h) any Equity Contribution received by an Obligor;
(i) the proceeds of any insurance (including all business interruption insurance proceeds) in relation to the Project received by an Obligor that have not been used for reinstatement or replacement of the relevant asset to which the insurance proceeds related within 60 days of receipt;
(j) any Final Adjustment Amount and Final Adjustment Interest Amount received by the Borrower under the Sale and Purchase Agreement; and
(k) all other amounts received by an Obligor (or to its order) in connection with the Project or its interest in the Project.
Proceeds Account. (a) The Facility Agent shall have sole signing rights (alleinige Zeichnungs- und Verfugungsbefugnis) on the Proceeds Account. The Borrower shall grant the Facility Agent an irrevocable order of authority (unwiderrufliche Kontovollmacht) including the right to grant a secondary power of attorney (Untervollmacht).
(b) On each Interest Payment Date and on the Final Repayment Date the Facility Agent shall withdraw such amount standing to the credit of the Proceeds Account as it is necessary for the application in or towards (and in the order of) the following:
(i) first, payment of all Break Costs due from the Borrower;
(ii) second, payment of all other costs, fees and expenses due and payable to the Finance Parties;
(iii) third, payment of:
(1) first, the payments due and payable pursuant to Clause 15.5 (Fixed Rate Breakage Amount Indemnity); and
(2) second, the payments due and payable pursuant to Clause 7 (Repayment), including, but not limited to, scheduled repayments;
(iv) fourth, in and towards payment pro rata of all accrued interest due but unpaid under the Finance Documents;
(v) fifth, payment of:
(1) first, the mandatory prepayment of the Loans in inverse order of maturity as may be required pursuant to Clause 8.6 (Mandatory prepayments);
(2) second, all amounts then due and payable under Clause 12.4 (Prepayment Fee);
(3) third, all amounts then due and payable under Clause 8.8(b) (Restrictions); and
(vi) sixth, all or part of the other Secured Obligations, including any default interest, then due and payable.
(vii) seventh, any surplus, after all or part of the Secured Obligations due and payable have been irrevocably been paid or discharged, in full will be distributed on any Interest Payment date as follows:
(1) if a Default has occurred and is continuing and until the Interest Payment Date immediately following the remedy of the Default any surplus standing to the credit of the Proceeds Account (including any amounts set out in Clause 15.5(b) (Fixed Rate Breakage Amount Indemnity)) shall, at the Facility Agent's sole discretion, be retained in the Proceeds Account and shall serve as additional cash collateral for the repayment of the Secured Obligations;
(2) if the Lease Obligations Covenant is breached, the Facility Agent may, until the Lease Obligations Covenant is remedied on two (2) consecutive Interest Payment Dates, utilise 100 per cent. of the surplus standing to the credits of the Proceeds Account (including any amounts set out in Clause ...
Proceeds Account. On or before the occurrence of any event which will result in the payment of any Proceeds in relation to an Aircraft or as soon as reasonably practicable thereafter, the Security Trustee shall open the Proceeds Account for that Aircraft and shall as soon as reasonably practicable notify all parties to this Agreement of such details of that account as they may require in order to comply with their obligations under clause 12.3.
Proceeds Account. The Security Documents contain an assignment to the Agent by the Borrowers and/or their Subsidiaries, as applicable, of all production of Hydrocarbons and all proceeds attributable thereto properly allocable to the Mortgaged Properties. Notwithstanding such assignment of production, the Borrowers may, until the Agent shall give notice to the contrary, which notice shall not be unreasonably given, receive such proceeds. Thereafter, all such proceeds from the sale of such production shall be paid directly into an account of the Borrowers maintained with the Agent (the "Proceeds Account"). The Borrowers hereby grant to the Agent, subject to the prior assignment in favor of the Agent of such production and its proceeds, a security interest in the Proceeds Account and all proceeds thereof.