Collateral Event. In the event that either (a) the Advisor does not make the Fund Reimbursement Payment due in connection with a particular calendar month by the tenth day of the following calendar month or (b) the Board enacts a resolution calling for the liquidation of the Fund (either (a) or (b), a “Collateral Event”), then, in either event, the Board shall have absolute discretion to redeem any shares or other Collateral held in the Collateral Account and utilize the proceeds from such redemptions or such other Collateral to make any required Fund Reimbursement Payment, or to cover any costs or expenses which the Board, in its sole and absolute discretion, estimates will be required in connection with the liquidation of the Fund (the “Liquidation Expenses”). Pursuant to the terms of Paragraph 6 of this Agreement, upon authorization from the Board, but subject to the provisions of the Control Agreement, no further instructions shall be required from the Advisor for the Securities Intermediary to transfer any Collateral from the Collateral Account to the Fund. The Advisor acknowledges that in the event the Collateral available in the Collateral Account is insufficient to cover the full cost of any Fund Reimbursement Payment or Liquidation Expenses, the Fund shall retain the right to receive from the Advisor any costs in excess of the value of the Collateral.
Collateral Event. In the event that either (a) the Advisor does not make the Fund Reimbursement Payment due in connection with a particular calendar month by the tenth day of the following calendar month or (b) the Board enacts a resolution calling for the liquidation of any Fund (either (a) or (b), a “Collateral Event”), then, in either event, the Board shall have absolute discretion to redeem any shares or other Collateral held in the Collateral Account and utilize the proceeds from such redemptions or such other Collateral to make any required Fund Reimbursement Payment, or to cover any costs or expenses which the Board, in its sole and absolute discretion, estimates will be required in connection with the liquidation of any Fund (the “Liquidation Expenses”). Pursuant to the terms of Paragraph 6 of this Agreement, upon authorization from the Board, but subject to the provisions of the Control Agreement, no further instructions shall be required from the Advisor for the Securities Intermediary to transfer any Collateral from the Collateral Account to the Funds. The Advisor acknowledges that in the event the Collateral available in the Collateral Account is insufficient to cover the full cost of any Fund Reimbursement Payment or Liquidation Expenses (“Collateral Shortfall”), the Funds shall retain the right to receive from the Advisor any costs of any Fund Reimbursement Payment of Liquidation Expenses in excess of the value of the Collateral. The Adviser further agrees that the Trust shall be permitted to retain any amounts due to the Adviser pursuant to an investment advisory agreement between the Trust and the Adviser with respect to series in the Trust other than the Fund and to pay such amounts to the Fund to satisfy any Collateral Shortfall.
Collateral Event. If a Collateral Event shall have occurred and be continuing, the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders may by written notice to the Borrower (a "Collateral Notice"), request, and Holdings and the Borrower hereby agree that they will, and will cause each other Restricted Subsidiary to, within 30 days of the Borrowers' receipt of such Collateral Notice (such thirtieth day, a "Collateral Establishment Date"):
Collateral Event. In the event that either (a) the Advisor does not make the Fund Reimbursement Payment due in connection with a particular calendar month by the tenth day of the following calendar month or (b) the Board enacts a resolution calling for the liquidation of the Fund (either (a) or (b), a “Collateral Event”), then, in either event, the Board shall have sole discretion to redeem any shares or other Collateral held in the Collateral Account and utilize the proceeds from such redemptions or such other Collateral to make any required Fund Reimbursement Payment, or to cover any costs or expenses which the Board, in its sole discretion, estimates will be required in connection with the liquidation of the Fund (the “Liquidation Expenses”). Pursuant to the terms of Paragraph 6 of this Agreement, upon authorization from the Board, no further instructions shall be required from the Advisor for the Securities Intermediary to transfer any Collateral from the Collateral Account to the Fund. The Advisor acknowledges that in the event the Collateral available in the Collateral Account is insufficient to cover the full cost of any Fund Reimbursement Payment or Liquidation Expenses, the Fund shall retain the right to receive from the Advisor any costs in excess of the value of the Collateral.
Collateral Event. In the event that Bank, for any reason, draws upon the Collateral or provides notice to Guarantor of its intent to draw upon the Collateral (an “Event”), Guarantor will provide immediate notice to nFinanSe of such Event. nFinanSe shall, within 10 days of the receipt of such notice from Guarantor, do one of the following, at its discretion:
i. Pay directly to Bank any sum sought by Bank; or
ii. Provide such additional collateral to Bank to prevent Bank from drawing upon the Collateral; or
iii. In the event that Bank draws upon the Collateral, pay to Guarantor any sum drawn plus an amount equal to 5% of the sum drawn as a penalty.
Collateral Event. Party A fails to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex. With respect to the foregoing Additional Termination Event, Party A shall be the sole Affected Party and all Transactions shall be Affected Transactions.
Collateral Event. Section 8(f) of the Reimbursement Agreement provides that a “Collateral Event” occurs if the implied senior unsecured debt rating of Sunrise shall be “B-” or less by Standard and Poor’s Corporation, or “B1” or less by Xxxxx’x Investors Service, Inc. Marriott has claimed that the current financial condition of Sunrise has caused a Collateral Event to occur under Section 8(f) of the Reimbursement Agreement.
Collateral Event. (a) On the Collateral Signing Date, Borrower and each Guarantor of Payment shall execute and deliver to the Collateral Agent, for the benefit of the Lenders, a
(a) Security Agreement, (b) Collateral Assignment and Security Agreement, (c) Pledge Agreement, if applicable, together with the appropriate share certificates referenced therein, and (d) Mortgage, if applicable; together with such U.C.C. financing statements, or other evidence of the Liens granted pursuant to any of the foregoing documents as Agent and the Majority Banks deem necessary or appropriate, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, Agent and the Majority Banks.
(b) Agent and the Banks hereby agree that each Security Document executed by Borrower or any Guarantor of Payment, on or after the Collateral Signing Date, shall be held by the Collateral Agent in escrow until the occurrence of a Collateral Event. Any Lien granted by Borrower or any Guarantor of Payment to the Collateral Agent, for the benefit of the Lenders, pursuant to any of such Security Documents shall not be effective and, for all purposes, shall not be deemed to have been granted unless and until the occurrence of a Collateral Event.
(c) Immediately and automatically upon the occurrence of a Leverage Event, or, in the alternative, at the written direction of the Majority Banks to the Collateral Agent after the occurrence of an Event of Default (each a "Collateral Event"), each of the Security Documents shall be automatically released from the escrow and the Lien granted in each such Security Document shall be immediately effective, without action on the part of any Person. Upon the occurrence of a Collateral Event, the Collateral Agent shall be authorized to file or record any UCC financing statement, mortgage or other evidence of the Liens granted pursuant to the Security Documents, or take any other action consistent therewith in order to provide further security to the Lenders. In addition, Borrower shall provide notice to Agent and the Banks contemporaneously with any notice provided to the Noteholders under Section 5.9(e) of the Note Agreements.
4. The Credit Agreement is hereby amended to delete Section 5.7(a) therefrom in its entirety and to insert in place thereof the following:
Collateral Event. A collateral event is such where neither a performance directly promised as part of the contract nor the whole of the consideration for a promise is made.
Collateral Event. In the event that either (a) Fairfax does not make the Fund Reimbursement Payment due in connection with a particular calendar month by the tenth day of the following calendar month or (b) the Board enacts a resolution calling for the liquidation of the Fund (either (a) or (b), a “Collateral Event”), then, in either event, the Board shall have sole discretion to redeem any shares or other Collateral held in the Collateral Account and utilize the proceeds from such redemptions or such other Collateral to make any required Fund Reimbursement Payment, or to cover any costs or expenses which the Board, in its sole discretion, estimates will be required in connection with the liquidation of the Fund (the “Liquidation Expenses”). Pursuant to the terms of Paragraph 6 of this Agreement, upon authorization from the Board, no further instructions shall be required from Fairfax for the Securities Intermediary to transfer any Collateral from the Collateral Account to the Fund. Fairfax acknowledges that in the event the Collateral available in the Collateral Account is insufficient to cover the full cost of any Fund Reimbursement Payment or Liquidation Expenses, the Fund shall retain the right to receive from Fairfax any costs in excess of the value of the Collateral.
