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) at such time as there may exist an Event of Default, the Collateral Agent 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 the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral 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 law. Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantor irrevocably waives until the termination of the security interests granted under this Agreement in accordance with this Agreement the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral 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 until such time as Xxxx may elect to apply such proceeds to the Secured Obligations, and the Pledgor 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 Pledgor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, the Pledgor shall not have any right of withdrawal with respect to such funds. Accordingly, the Pledgor 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 pari passu in favour of the Lenders and the Blue Mill Lenders (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 UniCredit 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 pari passu in favour of the Lenders and the Blue Mill Lenders. 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. (i) Borrowers shall have no right to withdraw any amounts on deposit in the Proceeds Account without the prior written approval of Administrative Agent. Administrative Agent and Lenders agree, on the terms and conditions set forth in this Agreement, to disburse to Borrower not more than twice every calendar month such amounts as Borrower may request pursuant to this Section 5.13(d) (individually, a “Disbursement” and collectively, the “Disbursements”). The Borrowers shall request a Disbursement no more often than twice in a calendar month by delivering to Administrative Agent an appropriately completed written notice in the form of Exhibit G (“Disbursement Request”), and, subject to satisfaction of the following conditions, Administrative Agent shall disburse such amount from the Proceeds Account:
(1) Borrowers shall submit the Disbursement Request at least three (3) Business Days prior to the proposed Disbursement Date;
(2) The Disbursement Request shall specify (A) the amount of the requested Disbursement, (B) the requested Disbursement Date and (C) a narrative report summarizing the intended uses for the Disbursement and an affirmation that the application of such funds are consistent with the Budget and Schedule (and a narrative discussion of any proposed deviations therefrom);
(3) The amount requested in the aggregate for all Disbursements in a calendar month is in an amount equal to or less than 110% the amount specified for such calendar month in the Budget and Schedule, unless otherwise agreed in writing by Administrative Agent, in its sole and absolute discretion;
(4) Taking into account the amount of the Disbursement to be made pursuant to the Disbursement Request and paid to vendors and other third parties, the Proceeds Account shall contain sufficient Cash and Cash equivalents to satisfy the Liquidity Covenant; and
(5) Each representation and warranty set forth in each Loan Document shall be true and correct in all material respects on and as of the Disbursement Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date; provided that, if a representation and warranty contains a materiality or Material Adverse Effect qualification, the applicable materiality qualifier in the applicable representation and warranty sha...
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. (a) On receipt, unless the Agent otherwise agrees, the Borrower must deposit, or cause to be deposited, into the Proceeds Account:
(i) 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;
(ii) net amounts received by an Obligor under or in relation to any Hedging Agreement;
(iii) interest on the Project Accounts;
(iv) the proceeds of the Loans under this Agreement;
(v) any liquidated damages payable under or in connection with the Material Contracts;
(vi) all GST refunds and input tax credits;
(vii) any Equity Contribution received by an Obligor;
(viii) all net proceeds received under the Hedging Agreements;
(ix) 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;
(x) any Final Adjustment Amount and Final Adjustment Interest Amount received by the Borrower under the Sale and Purchase Agreement; and
(xi) 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. 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.
Proceeds Account. Subject to the rights of the First Lien Lender under the First Lien Credit Agreement, 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.
