Proceeds of Enforcement of Security Sample Clauses

Proceeds of Enforcement of Security. 5.1 Order of application Notwithstanding anything to the contrary in any PXF Finance Document or any Zenith Finance Document, and prior to the automatic termination of this Deed in accordance with Clause 15 (Termination), the proceeds of enforcement of the security conferred by the Common or Shared Security Agreements will be applied by the Creditors in the following order: 5.1.1 first, in or towards payment of any unpaid fees, costs and expenses of the Creditors and any Receiver, attorney or agent appointed under the Common or Shared Security Agreements; 5.1.2 secondly, in or towards payment of the First Debt and the Second Debt, divided equally; and 5.1.3 thirdly, in payment to the Company or other person entitled to it.
Sample 1
AutoNDA by SimpleDocs
Proceeds of Enforcement of Security. 5.1 Order of application 5.1.1 first, in or towards payment of any unpaid fees, costs and expenses of the Creditors and any Receiver, attorney or agent appointed under the Common or Shared Security Agreements; 5.1.2 secondly, in or towards payment of the First Debt and the Second Debt, divided equally; and 5.1.3 thirdly, in payment to the Company or other person entitled to it.
Sample 1
Proceeds of Enforcement of Security. 15.1 ORDER OF APPLICATION Subject to Clause 14.7 and subject to the rights of any prior or preferential Security Interests or creditors, the net proceeds of enforcement of the security conferred by the Security Documents shall be paid to the Security Trustee and those proceeds and all other amounts paid to the Security Trustee pursuant to the provisions of this Agreement shall be applied in the following order (PROVIDED THAT no proceeds will be applied in payment of any amounts specified in any of the paragraphs below until all amounts specified in such preceding paragraphs have been paid in full): FIRST in payment of all costs, charges, expenses and liabilities (and all interest thereon as provided in the Security Documents) reasonably incurred by or on behalf of the Security Trustee and any receiver, attorney or agent in connection with carrying out its duties and exercising its powers and discretions under the Security Documents and the remuneration of the Security Trustee and every receiver under the Security Documents; SECOND in payment of all costs and expenses incurred by or on behalf of any Senior Creditor, any Hedging Bank and (to the extent incurred in taking action requested by the Security Trustee or the Senior Agent) any Junior Creditor in connection with such enforcement; THIRD in payment to the Senior Agent for application towards the balance of the Senior Debt (in accordance with the provisions of the Senior Facility Agreement) and the Hedging Liabilities then outstanding pari passu between themselves (but for the avoidance of doubt excluding the amount of any Senior Debt or Hedging Liabilities referred to in the proviso to each such term in Clause 1.1 (Definitions)); FOURTH in payment of all costs and expenses incurred by or on behalf of any Junior Creditor in connection with such enforcement, not otherwise paid pursuant to the Second paragraph above; FIFTH in payment to the Junior Agent for application towards the Junior Debt then outstanding in accordance with the provisions of the Junior Facility Agreement; SIXTH in payment to the Senior Agent for application pro rata towards any amounts then outstanding which, but for the provisos to the definitions of Senior Debt and Hedging Liabilities in Clause 1.1 (Definitions) and Clauses 19.4 (Limits on Senior Debt) or 19.5 (Limits on Hedging Liabilities) would otherwise qualify as Senior Debt or Hedging Liabilities (as the case may be); and SEVENTH the payment of the surplus (if any) to the Obli...
Sample 1
Proceeds of Enforcement of Security. Subject to applicable laws and the rights of any prior or preferential Security or creditors, the proceeds of enforcement paid or turned over to the Agent as a result of all recoveries made by or on behalf of any Secured Party on any Security conferred on such Secured Party or received anytime after an Enforcement Date in respect of any asset subject to such Security (whether under the turnover provisions or otherwise) shall be applied in the following order: First in payment of all unpaid costs, charges, expenses and liabilities incurred by or on behalf of such Secured Party to the extent it is a Security Trustee (including any Receiver, adviser or agent appointed by it) in connection with such Security Trustee’s enforcement of any Security Document; Second in payment to the Senior Security Trustee for application towards the balance of the Senior Secured Debt to the extent not constituting Excess Senior Secured Debt; Third in payment to the Subordinated Security Trustee for application towards the balance of the Subordinated Secured Debt; Fourth in payment to the Senior Security Trustee for application towards the balance of the Senior Secured Debt to the extent constituting Excess Senior Secured Debt; Fifth the payment of the surplus, if any, to the Company concerned or other person entitled thereto.
Sample 1
Proceeds of Enforcement of Security 
Sample 1Sample 2Sample 3See All (5)

Related to Proceeds of Enforcement of Security

  • Enforcement of Security On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

  • Grant of Security Interest/Remedies To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

  • Impairment of Security, etc Any Loan Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien.

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith, which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.

  • Assignment of Security Interest If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

  • Protection of Security Interest With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Contribution Agreement, (ii) at the expense of the Servicer, on behalf of the Borrower take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Servicer, on behalf of the Borrower) effective financing statements against the Transferor in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) at the expense of the Servicer, on behalf of the Borrower, take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (v) take all additional action that the Administrative Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.

  • Rights of Secured Party Secured Party shall have the rights contained in this Section at all times during the period of time this Agreement is effective.

  • Protection of Security Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

  • Delivery and Control of Security Collateral (a) Any certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations. (b) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee. (c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above. (f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction. (g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!