Security and Set Off. 9.1 Vendor may require Purchaser to provide satisfactory security for the purchase of Goods. Should Purchaser fail to fulfill the terms of payment under the Agreement, Vendor may defer further delivery of Goods until such payments are received or may, at its option, cancel further shipment of Goods. Vendor retains the right to register a lien or encumbrance against the Goods or other property of the Purchaser in which the Goods are incorporated. In the event title to the Goods vests in Purchaser prior to payment of the Price, Vendor shall retain a security interest in the Goods to secure Purchaser's obligation. Purchaser hereby grants Vendor a Purchase Money Security Interest (as defined in applicable statute) in the Goods and all proceeds thereof. The Vendor shall have all remedies available under applicable personal property legislation to enforce as a secured party in the event of non-payment.
9.2 Vendor may withhold any sum due to Purchaser as a set off against Purchaser's indebtedness to Vendor either under the Agreement or under any other agreement between the parties.
Security and Set Off. In order to secure the repayment of the indebtedness evidenced by this Note, including, without limitation, future advances, interest, attorneys’ fees, expenses of collection and costs, as well as the payment and performance of any and all other liabilities or obligations of any Borrower to Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter arising, and including, but not limited to, all agreements with respect to any swap, forward, future, or derivative transaction or option or similar agreement involving, or settled by reference to, one or more interest rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value (collectively, the “Obligations”), Borrower hereby pledges to Bank, and grants to Bank a continuing lien and security interest in and a right of set-off and compensation against, all property of Borrower, including any such property Borrower holds jointly with someone else, that is now or hereafter on deposit with, in the possession of, under the control of or held by Bank or any financial institution affiliate of the Bank, including, without limitation, all cash, deposit accounts, funds on deposit, stocks, bonds, treasury obligations and other securities, investment property, financial assets, securities accounts, notes, documents, instruments, certificates of deposit, items, chattel paper, and other property (except IRA, pension, other tax-deferred retirement accounts and any accounts or property held in a trust or fiduciary capacity for which setoff would be prohibited by law), together with all property added to or substituted for any of the foregoing, and all interest, dividends, income, fruits, accessions and proceeds of any of the foregoing. The terms “chattel paper,” “deposit accounts,” “documents,” “items,” “instruments,” “investment property,” “securities accounts,” “financial assets” and “proceeds” shall have the meaning provided in the Louisiana Uniform Commercial Code. Each Obligor releases Bank from any obligation with respect to the collateral including any obligation to collect any proceeds of or preserve any of Obligor’s rights, including, without limitation, rights against prior parties, in any collateral in which Bank possesses a security interest. Any responsibility of Bank with respect to any collateral in which Bank possesses a security interest, whether...
Security and Set Off. 9.11.1) Without prejudice to any other right that the Bank may be entitled to exercise over the Customer’s Investments the Customer agrees that the Bank may retain, transfer or sell any of the Customer’s Investments as far as is necessary to enable the Bank to settle any transactions entered into on the Customer’s behalf under this Part B (9) and to pay any of the Customer’s outstanding liabilities under or in connection with this Part B (9), including any liability to the Bank.
9.11.2) The Customer’s Investments shall be subject to a general lien in the Bank’s favor to the extent that any costs, losses, claims or other amounts that the Customer is obliged to pay the Bank under this Customer Agreement or in respect of which the Customer is obliged to indemnify the Bank remain unpaid.
9.11.3) The Customer agrees that the Customer’s Investments are subject to a lien in favor of any sub-custodian, nominee or agent appointed by the Bank in accordance with this agreement in respect of charges relating to the administration and safekeeping of such Investments or of any depositary or settlement system.
Security and Set Off. 13.1 Application of moneys All moneys received by the Bank under or pursuant to any of the Security Documents and expressed to be applicable in accordance with the provisions of this clause 13.1 shall be applied by the Bank in the following manner:
13.1.1 first, in or towards payment of all unpaid costs, expenses, fees and commitment commission which may be owing to the Bank under any of the Security Documents;
13.1.2 secondly, in or towards payment of any arrears of interest owing in respect of the Loan or any part thereof;
13.1.3 thirdly, in or towards repayment of the Loan (whether the same is due and payable or not);
13.1.4 fourthly, in or towards payment to the Bank for any loss suffered by reason of any such payment in respect of principal not being effected on an Interest Payment Date relating to the part of the Loan repaid;
13.1.5 fifthly, in or towards payment to the Bank of any sum owing under the Master Swap Agreement;
13.1.6 sixthly, in or towards payment to the Bank of any other sums owing to it under any of the Security Documents; and
13.1.7 seventhly, the surplus (if any) shall be paid to the Borrowers or to whomsoever else may be entitled to receive such surplus.
Security and Set Off. We, or another member of CaixaBank’s group, may, when regulatory requirements allow, retain, transfer or sell any of your assets so far as it is reasonably necessary to (i) settle any transaction entered into on your behalf or (ii) to pay any of your outstanding liabilities arising in relation to transactions, arising under this Agreement or any other arrangement you have with us or them in connection with the services included herein. We will contact you where we propose to sell an asset unless it is not possible for us to do so. We will tell you which asset we intend to sell. You must tell us promptly if you wish to pay us or if you wish to sell a different asset. When we retain your assets on this basis we or they may also take such steps if we or they reasonable believe that you will be unable to settle your transactions or pay your outstanding liabilities when they become due. In respect of purchases in investments undertaken by you with us or by us on your behalf, you agree to pay the cash amount required to settle the transaction on the settlement date in advance of actual delivery versus payment basis. Pursuant to applicable legislation, and in particular, to Royal Decree-Law 5/2005, of 11 March, on urgent reform measures to encourage productivity and improve public sector procurement (Real Decreto-ley 5/2005, de 11 de marzo, de reformas urgentes para el impulso a la productividad y para la mejora de la contratación pública) (“Royal Decree-Law 5/2005”), CaixaBank is the beneficiary of a financial collateral over the securities and cash of the Customer deposited in CaixaBank (the “Financial Collateral”). For the purposes of article 8 of Royal Decree-Law 5/2005, the Customer agrees that the cash and securities subject of the Financial Collateral are validly delivered once said securities and/or cash have been registered in the relevant securities account of the Customer, or the relevant cash account related to the securities account of the Customer, held in CaixaBank. The Financial Collateral secures all your obligations and liabilities in which you may have incurred to CaixaBank or CaixaBank may have incurred on your behalf under this Agreement (including the indemnity referred to in provision 14.1 below and any liability or cost incurred under provision 23 below) (the “Secured Obligations”). Notwithstanding the application of the specific measures established in Law 41/1999, of 12 November, on payment and securities settlement systems (Ley 41/1999,...
Security and Set Off. As security for the performance of the undersigned's obligations under this Agreement, the undersigned grants a security interest in and pledges, transfers, and assigns to you all the undersigned's right, title and interest in and to all cash, the Property, investments and other assets held by you or by any of your subsidiaries, affiliates or subcustodians (other than the shares of an investment company to which you or your affiliate is an investment advisor) wherever located and whether or not denominated in the same or different currencies. In the event that a debited deposit is maintained in a currency other than the currency of the undersigned's obligations to you, such debit shall be made in an amount which, when converted to the currency of the undersigned's obligation at your rate for purchasing such currency on the date of such debit, shall yield the amount then due and payable to you hereunder. In addition, and without limiting the foregoing, except as precluded by law, the undersigned agrees that you may set-off any and all of the undersigned's obligations to you against any and all deposits of the undersigned, whether general or special, with you.
Security and Set Off. 11.01. (Securities). As security for the due and punctual repayment of the Loan and payment of interest thereon as provided in this Agreement, the Master Swap Agreement and of all other Outstanding Indebtedness, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required, registered in favour of the Bank in form and substance satisfactory to the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security consists of:
a) Duly registered first priority maritime mortgage over the Vessel accompanied by deed of covenants as appropriate on the basis of the provisions of the applicable law providing the highest degree of security for the Bank (the "Mortgage");
b) First priority general assignment of all the Insurances and Earnings and Requisition Compensation of the Vessel in form and substance satisfactory to the Bank and respective notices of assignment (the "Assignment of Insurances and Earnings");
c) First priority specific assignment of the Approved Charter in form and substance satisfactory to the Bank and respective notice of assignment and acknowledgement by the Approved Charterer in form and substance satisfactory to the Bank (the "Assignment of Charter");
d) The Corporate Guarantee;
e) A first priority pledge on the Earnings Account as per Clause 11.06 in form and substance satisfactory to the Bank (the "Earnings Account Pledge");
f) A first priority pledge on the Cash Collateral Account as per Clause 11.06 (a) in form and substance satisfactory to the Bank (the "Cash Collateral Account Pledge");
g) The Manager's Undertaking;
Security and Set Off. 13.01 All moneys received by the Agent under or pursuant to this Agreement or any of the Security Documents and expressed to be applicable in accordance with the provisions of this Clause 13.01 shall be applied by the Agent in the following manner:
(a) first in accordance with clause 8 of the Security Sharing Agreement;
(b) secondly the surplus (if any) shall be paid to the Borrower or to whomsoever else may be entitled to receive such surplus.
13.02 The Borrower hereby authorises the Lenders at any time following the occurrence of a Default for so long as the same is continuing without prejudice to any of the Lenders' rights at law, in equity or otherwise, and without notice to the Borrower:
(a) to apply any credit balance standing upon any account of the Borrower with any branch of the Lenders and in whatever currency in or towards satisfaction of any sum due to the Lenders under this Agreement and/or any of the Security Documents;
(b) in the name of the Borrower and/or any of the Lenders to do all such acts and execute all such documents as may be necessary or expedient to effect such application; and
(c) to combine and/or consolidate all or any accounts in the name of the Borrower with the Lenders.
Security and Set Off. 13.1 Application of moneys All moneys received by the Bank under or pursuant to any of the Security Documents and expressed to be applicable in accordance with the provisions of this clause 13.1 shall be applied by the Bank in the following manner:
13.1.1 first in or toward payment of all unpaid fees, commissions and expenses which may be owing to the Bank under any of the Security Documents;
13.1.2 secondly in or towards payment of any arrears of interest owing in respect of the Loan or any part thereof;
13.1.3 thirdly in or towards repayment of the Loan (whether the same is due and payable or not);
13.1.4 fourthly in or towards payment to the Bank for any loss suffered by reason of any such payment in respect of principal not being effected on an Interest Payment Date relating to the part of the Loan repaid;
13.1.5 fifthly in or towards payment to the Bank of any other sums owing to it under any of the Security Documents; and
13.1.6 sixthly the surplus (if any) shall be paid to the Borrower or to whomsoever else may be entitled to receive such surplus,
Security and Set Off. 16.1 This Clause shall apply subject to any other charge or security documentation agreed between Renaissance applying to the Assets in question. Renaissance may apply any property which is subject to the above security interest together with (if applicable) any interest thereon whether or not credited in reduction or discharge of your outstanding liabilities pursuant to this Agreement and for that purpose Renaissance may realize any such property without prior notice to you and generally exercise any remedies of a secured creditor.
