Collateral Dispositions. The Borrower may from time to time enter into, or participate in, Contract Disposition Transactions pursuant to which the Borrower sells some or all of the Pledged Contracts as of a specified cut-off date if (i) the net proceeds payable to the Borrower in connection with any such Contract Disposition Transaction are equal to or greater than the Required Takeout Price on the date of such sale, (ii) the Pledged Contracts to be included in such Contract Disposition Transaction are selected by the Borrower, DTCC or DTAC in a manner consistent with customary practices for term asset-backed securities transactions or whole loan sales transactions and not in a manner intended to, or that could be reasonably expected to materially and adversely affect the interests of the Lender or the Secured Parties and (iii) the Borrower has directed the buyer of the Pledged Contracts to be included in such Contract Disposition Transaction in writing (with a copy to the Lender) to remit such net proceeds of its purchase of such Pledged Contracts directly to the Collection Account. Upon receipt by the Lender of confirmation that the net proceeds of the purchase price for the Pledged Contracts that are included in any Contract Disposition Transaction have been credited to the Collection Account, (x) the Lender shall apply such net proceeds to reduce the Outstanding Revolving Loan Amount and Outstanding Term Loan Amount and to pay any other Borrower Obligations included in the calculation of the Required Takeout Price and (y) the related Contract Documents shall be released to the buyer thereof and the Lender shall execute and deliver such instruments of release, prepared by and at the expense of the Borrower, in each case without recourse, representation or warranty, as shall be necessary to release the Lender’s security interest therein. In connection with any sale of Pledged Contracts by the Borrower in connection with a Contract Disposition Transaction, the Borrower shall deliver a Borrowing Base Certificate (after giving effect to such Contract Disposition Transaction) to the Lender.
Collateral Dispositions. Section 7.06 of the Credit Agreement shall be amended as follows:
Collateral Dispositions. Borrower shall not Dispose of any Collateral unless Borrower shall receive cash consideration therefor at the time of consummation of such Disposition in an amount (determined prior to any deductions set forth in the definition of Net Cash Proceeds) not less than the fair market value of such Collateral.
Collateral Dispositions. Except for dispositions in the ordinary course of business, Permitted Liens and subject in all respects to the Limited Subordination Agreement, Napo shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Collateral or suffer to exist any lien on the Collateral.
Collateral Dispositions. Debtor agrees that commercial reasonableness and good faith require Secured Party to give Debtor no more than ten (10) Business Days prior written notice of the time and place of any public disposition of Collateral or of the time after which any private disposition or any other intended disposition is to be made. All sales or other dispositions of Collateral may be made for cash, upon credit or for future delivery. In no event shall Debtor be credited with any part of the proceeds of liquidation, sale or other disposition of any Collateral until final payment thereon has been received by Secured Party in immediately available funds, and Secured Parry shall have no obligation to delay any liquidation, sale or other disposition because the same may result in the imposition of any forfeiture, premium or penalty. ------------ ----------- Initial Initial
Collateral Dispositions. (a) Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly (each, a “Collateral Disposition”):
(i) sell, dispose, or other transfer any “call rights” with respect to Pledged Securities (the “Call Rights”) and/or any Pledged Securities (a “Call Right Disposal”); or
(ii) exercise Call Rights (or otherwise cause the redemption of any related securitization) (each, a “Call Event”), including through a sale, transfer or other monetization of the proprietary reverse mortgage loans (and other collateral assets in respect thereof), unless the aggregate net proceeds thereof that are allocable to the Pledged Securities or Call Rights, as applicable, subject to such Call Event and any cash and cash equivalents as described in clause (A)(2) below (“Collateral Net Cash Proceeds”) are applied solely, in any order or combination:
(A) to originate or acquire (including by acquiring rights to, by exercising related Call Rights and satisfying related indebtedness) proprietary reverse mortgage loans that, in the judgement of the Issuer, are reasonably expected to be (at the time of origination) and are, within a period that begins upon such Call Event or Call Right Disposal and ends on the first month-end that occurs not earlier than 180 days following such Call Event or Call Right Disposal (such period, the “Reinvestment Period”), included in (1) asset backed securitizations that generate Pledged Securities included in Collateral in the ordinary course of business or (2) asset sales, financings, derivative, co-investment or alternative transactions that result in the monetization of such proprietary reverse mortgage loans and generate cash or cash equivalents that are subject to application solely as permitted by clauses (A) through (E) hereof;
(B) to repay (and correspondingly permanently reduce commitments under) the Working Capital Notes, in accordance with the terms thereof;
(C) to pay interest on the Notes or the New Senior Secured Notes, including through funding amounts in the Debt Service Reserve;
(D) to partially prepay the New Senior Secured Notes with the Scheduled Amortization Payment;
(1) to redeem the New Senior Secured Notes pursuant to the New Senior Secured Notes Indenture or (2) fund any offer to repurchase or otherwise repurchase the Notes in accordance with this Indenture.
(b) Prior to application of the Collateral Net Cash Proceeds as required pursuant to the foregoing clauses (A) through (E) of Section 4.17(a), the Is...
Collateral Dispositions. Except as expressly permitted by Section 8.2(a), Section 8.2(b) or Section 8.2(c), sell, transfer, contribute, master lease or dispose of the Account, any of the Collateral, any Collateral Interests Property or any Collateral Interests, either directly or indirectly, or permit any Collateral Interests Owner, any Subsidiary of any Collateral Interests Owner or any direct or indirect owner of a Collateral Interests Owner so to do, except, subject to the last sentence of this Section 8.2(d), that if at the time thereof and immediately after giving effect thereto, no Default shall have occurred and be continuing:
(i) any Collateral Interests Owner, any Subsidiary of any Collateral Interests Owner or any direct or indirect owner of a Collateral Interests Owner may sell, transfer, contribute or dispose of worn-out or obsolete Property,
(ii) Borrower (as with respect to any Collateral Interests), any Collateral Interests Owner, any Subsidiary of any Collateral Interests Owner or any direct or indirect owner of a Collateral Interests Owner may sell, transfer, contribute, master lease or otherwise dispose of its assets to any other Collateral Interests Owner or any other Subsidiary of any Collateral Interests Owner, provided, however, if in connection with such transaction Administrative Agent deems it reasonably necessary or desirable in order to maintain, obtain and/or perfect a first priority security interest in, or lien on, the Collateral Interests affected by such transaction which are intended to remain Collateral Interests following such transaction, Borrower and any applicable Subsidiary of Borrower shall have executed and delivered to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests in substantially the same form as the Assignment of Interests delivered to Administrative Agent on the date hereof, Acknowledgments in substantially the same form as the Acknowledgments delivered to Administrative Agent on the date hereof and Uniform Commercial Code financing statements, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, such Collateral Interests,
(iii) in connection with any transaction pursuant to which a Collateral Interests Property is or will be encumbered with a mortgage (as permitted under Section 8.1(h)), any Collateral Interests Owner and/or any Subsidiary of any Collateral Interests Owner (other than C...
Collateral Dispositions. Company shall cause or permit, or any Subsidiary of Company shall cause or permit, (i) any termination or cancellation of any Course Lease (as defined in the Collateral Agency Agreement) or (ii) any sale, termination or disposition of any material asset, in either case other than in accordance with Section 3 of the AGC Collateral Agency Agreement or the AGC/NGOP Collateral Agency Agreement.
Collateral Dispositions. Debtor agrees that commercial reasonableness and good faith require Secured Party to give Debtor no more than ten (10) days' prior written notice of the time and place of any public disposition of Tenant Security Agreement Collateral or of the time after which any private disposition or any other intended disposition is to be made. All sales or other dispositions of Tenant Security Agreement Collateral may be made for cash, upon credit or for future delivery. In no event shall Debtor be credited with any part of the proceeds of liquidation, sale or other disposition of any Tenant Security Agreement Collateral until final payment of all of the Secured Obligations has been received by Secured Party in immediately available funds, and Secured Party shall have no obligation to delay any liquidation, sale or other disposition because the same may result in the imposition of any forfeiture, premium of penalty. In connection with any enforcement by Secured Party of the liens and security interests granted to Secured Party pursuant to this Agreement, Secured Party may demand, compromise, collect, enforce and xxx for all money and other property in any form and for any reason payable or distributable to Debtor, or receivable by Debtor, on account of or in respect of, or constituting, Tenant Security Agreement Collateral, and otherwise exercise all rights of Debtor with respect to the Tenant Security Agreement Collateral, and all Tenant Security Agreement Collateral or proceeds of Tenant Security Agreement Collateral delivered to Secured Party or coming into Secured Party's possession or control from time to time may be applied by Secured Party from time to time, in whole or in part to payment of the Secured Obligations in any order permitted under the Loan Documents. Debtor covenants and agrees, at Debtor's expense, to execute and deliver or cause to be executed and delivered, and to do or cause to be done, all such acts, things, instruments and documents as may, in the opinion of Secured Party or counsel to Secured Party, be necessary or advisable to make all sales and dispositions of Tenant Security Agreement Collateral valid, binding and enforceable and in compliance with all applicable laws, rules and regulations and all judgments, orders, awards, decrees, writs and injunctions of all courts, arbitrators or governmental authorities, domestic or foreign, having jurisdiction over any such sales or dispositions.
Collateral Dispositions. (a) Each of the Bank and the Purchasers expressly reserve their rights to challenge the fairness and enforceability of the lease termination fee formula (the "LTF FORMULA") entered into between the Company and NGOP pursuant to that certain letter agreement, dated as of January 10, 2002, including, without limitation, the right of NGOP to terminate Course Leases and the obligation of the Company to pay lease termination fees in respect of terminated Course Leases.
(b) NGOP expressly reserves its rights with respect to the LTF Formula and any dispute it may have with the Bank and the Purchasers regarding the same.
(c) The Company hereby explicitly consents to the termination of any Course Leases by NGOP in the circumstances set forth in clauses (i), (ii), (iii), (iv) or (v) of SECTION 3(d) below, and does not consent to the termination of any Course Leases other than in accordance with such clauses (i) through (v) (notwithstanding the letter agreement referred to in SECTION 3(a)).
(d) Without limiting the express reservation of rights in Sections 3(a) and (b) among the Banks, the Purchasers and NGOP, each Secured Creditor hereby (x) consents to the termination of the applicable Course Leases in the circumstances set forth in any of clauses (i) through (v) below and (y) agrees to the release of the applicable Course Leases by the Collateral Agent in such circumstances. The Collateral Agent agrees to release such Course Leases upon receipt of a Request for Release in the form of either EXHIBIT C or EXHIBIT D from the Company, certifying that one of the events set forth in clauses (i) through (v) below shall have occurred, and the Company agrees to deliver such Request for Release if applicable and if requested to do so by NGOP:
(i) NGOP terminates from time to time any Course Lease with the Company to the extent that the operation of the relevant Course(s) by the Company pursuant to such Course Lease results in negative EBITDA to the Company.
(ii) NGOP terminates from time to time Course Leases associated with those Courses the operation of which by the Company results in positive EBITDA; provided, however, such sales shall not exceed a de minimis basket with an aggregate positive EBITDA of $125,000. The parties hereto acknowledge and agree that only Courses the operation of which result in a positive EBITDA are permitted to be included in this $125,000 basket. For the avoidance of doubt, this basket shall not be net of terminated Course Leases associated with...
