Collateral Proceeds Sample Clauses

Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make such arrangements as shall be necessary or appropriate to assure that all proceeds of the Collateral are deposited (in the same form as received) in the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreements, as applicable. Any proceeds of Collateral received by any Credit Party shall be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Intercreditor Agreement, shall be deposited immediately to the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Each Borrower, and each of the other Credit Parties, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a Lien on such accounts and all funds contained therein to secure the Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing...

Collateral Proceeds. Subject to the Pari Passu Intercreditor Agreement, with respect to any proceeds of Collateral received by the Administrative Agent or the Collateral Agent (whether as a result of any realization on the Collateral, any setoff rights, any distribution in connection with any proceedings or other action of any Loan Party in respect of Debtor Relief Laws or otherwise and whether received in cash or otherwise) (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied on a pro rata basis among the relevant Lenders under the Loans being prepaid as specified by the Borrower) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the provisions of any applicable intercreditor agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Collateral Agent from the Company or the Facility Guarantor, second, to pay any fees, indemnities or expense reimbursements then due to the Lenders (in their capacities as such) from the Borrowers, third, to pay interest (including post-petition interest, whether or not an allowed claim in any claim or proceeding under any Debtor Relief Laws) then due and payable on the Loans ratably, fourth, to repay principal on the Loans; fifth, to the payment of any other Obligation due to any Lender Party by the Borrowers; and sixth, after all of the Obligations have been paid in full (other than contingent indemnification obligations not yet due and owing), to the Company or as otherwise required by Law.

Collateral Proceeds. Until written notice shall be given to the Pledgors in accordance with Section 6.2(d) that the Administrative Agent has exercised its rights under Section 6.2(d) to vote the Collateral, each Pledgor shall be entitled to receive and collect for its own use all Collateral Proceeds.

Collateral Proceeds. Each of the Borrowers agrees to make from time to time such arrangements as shall be necessary or appropriate to ensure (through the use of a blocked account or lockbox under the sole control of the Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with and under the control of the Agent, each such account to constitute a special restricted account. Any proceeds of Collateral received by any Obligor shall, while held by such Obligor, be held in trust for the Agent in the same form in which received, shall not be commingled with any assets of such Obligor, and shall be delivered immediately to the Agent (together with any necessary endorsements thereto) for deposit into such account. The Borrower and each of the Obligors acknowledges that all funds in such accounts are, unless they become the property of the Agent pursuant to any agreement with the Agent, held in trust for the Agent, and that, to the extent of any interest of the Obligors therein, the Agent has been granted or will be granted a Lien on such accounts and all funds contained therein to secure the Obligations. No amounts deposited in such accounts shall be released to the Obligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in connection with the Documents, it being understood and agreed that, notwithstanding such application, the Borrower shall have the right to obtain additional Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 is maintained at all times, the relevant depository banks, namely BMO and ▇▇▇▇▇▇, ▇▇▇▇, in respect of the bank accounts maintained by the Borrowers with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers. If at any time Excess Availability falls below US$15,000,000 or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers hereby waive the authority, and shall not have...

Collateral Proceeds. In the event the COUNTY invokes Collateral, the proceeds shall be applied first to the COUNTY’S fees and expenses, including attorneys’ fees, and then to completing or repairing the unfinished or defective Required Improvements. Excess Collateral proceeds, if any, are payable to SUBDIVIDER. The COUNTY has no obligation to utilize any funds, other than the Collateral proceeds, to complete any of the Required Improvements.

Collateral Proceeds. Notwithstanding any Default, Insolvency Proceeding ------------------- or sale or other disposition of Shared Collateral (including, without limitation, but subject to the provisions of Section 6 hereof, any disposition of Collateral as a result of any Enforcement), any Net Proceeds of Collateral shall be allocated among the parties as follows (and in the following order of priority): (a) first, to the Post-Petition Agent for distribution to the Post-Petition Facility Arrangers, the Post-Petition Agent, the Post-Petition Collateral Agents, and/or the Post-Petition Lenders in accordance with the provisions of Section 8.1 of the Post-Petition Credit Agreement, it being understood that Section 8.1 of the Post-Petition Credit Agreement sets forth its own intercreditor priority in the proceeds of certain Collateral among the three tranches of loans thereunder and that nothing contained herein is intended or shall be deemed to alter in any manner whatsoever such intercreditor arrangement; (b) second, to the extent of any surplus, to the US Agent, the UK Agent, the US Security Trustee and UK Security Trustee, as the case may be, until all then outstanding Collateral Agent Expenses unrelated to the Post-Petition Obligations have been paid in full; (c) third, to the extent of any surplus, to the US Agent for distribution to the US Banks in accordance with the provisions of the US Credit Agreement until the principal amount of the US Obligations shall have been reduced to $530 million; (d) fourth, to the extent of any surplus, to the US Obligations and the UK Obligations based on their Pro Rata Shares until the US Obligations and the UK Obligations have been paid in full, with the amounts allocable to the US Obligations being paid to the US Agent for distribution to the US Agent and the US Banks in accordance with the provisions of the US Agreement and the amounts allocable to the UK Obligations being paid to the UK Agent for distribution to the UK Agent and the UK Banks in accordance with the provisions of the UK Credit Agreement; and (e) finally, to the extent of any surplus, to the US Borrower either for retention (if it shall be the rightful owner of any such surplus) or to be held in trust for distribution to the Loan Party that is the rightful owner of any portion of any such surplus, as the case may be.

Collateral Proceeds. Section 3 of the Credit Agreement is hereby ------------------- amended by the deletion of the words "Section 33" in the third line and the substitution of the words "Sections 9 and 33" therefor.

Collateral Proceeds. Until written notice shall be given to Pledgor in accordance with Section 5.02(d) that Secured Party has exercised its rights under Section 5.02(d) to vote the Collateral, Pledgor shall be entitled to receive and collect for its own use all Collateral Proceeds.

Collateral Proceeds. 7 Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7