Collateral Release Event Sample Clauses

Collateral Release Event. Upon the occurrence of the Collateral Release Event, the Liens on the Collateral under the Security Documents will automatically be released and terminated. Thereafter, the Administrative Agent shall, in each case, at the cost and expense of the Borrower, execute such documents as the Borrower may reasonably request (including the amendment to the Collateral Agreement contemplated by the definition of the Collateral and Guarantee Requirement) to evidence and confirm such release and termination and the termination of the Foreign Pledge Agreements and will promptly cause any certificates evidencing pledged securities in its possession to be redelivered to the Borrower. The release of the Liens under the Security Documents will not affect the Guarantees of the Subsidiary Loan Parties under the Security Documents, which will remain in full force and effect.
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Collateral Release Event. Prior to the Collateral Release Event, each Secured Pool Property, and from and after the Collateral Release Event each Unencumbered Pool Property, is an Eligible Property.
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Collateral Release Event. Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, upon the occurrence of a Collateral Release Event, (i) any Liens granted to the Administrative Agent pursuant to the Collateral and Guarantee Requirement which remain in effect at such time shall be promptly released by the Administrative Agent upon receipt by the Administrative Agent of a certificate of an Authorized Officer of the Company that the Collateral Release Event has occurred (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and the Administrative Agent agrees to execute and deliver any documents or instruments reasonably requested by the Company and in form and substance reasonably satisfactory to the Administrative Agent to evidence the release of all applicable Collateral, all at the expense of the Company and without recourse to or warranty by the Administrative Agent and (ii) no Liens shall thereafter be required to be granted to the Administrative Agent pursuant to the Collateral and Guarantee Requirements.
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Collateral Release Event. Notwithstanding the provisions of Section 5-1 and 5-2, above, the Administrative Agent and the Lenders hereby agree that upon the determination by the Administrative Agent that the Borrowers have satisfied all of the following conditions (collectively, the "COLLATERAL RELEASE EVENT"), which determination shall be made promptly by the Administrative Agent exercising its commercially reasonable discretion, the Collateral Interests, except for the Mortgage, shall be deemed released: (a) The Administrative Agent shall have received the financial statements for the Borrowers' fiscal year ending December 31, 2005, which are required to be delivered pursuant to Section 11-4(a) hereof, which financial statements shall reflect that, (x) the consummation of the Impact Acquisition shall not have resulted in a Material Adverse Change to the Borrowers when compared to the financial condition of the Borrowers, on a Consolidated basis, as of the Closing Date, and (y) the business operations of the Borrowers have performed within, or in excess of, ninety percent (90%) of projected contract revenues and ninety percent (90%) of projected EBITDA for such fiscal year, based upon the annual financial projections for such fiscal year which the Lead Borrower has provided to the Administrative Agent and which are entitled "Statement of Projections, dated as of August 18, 2004"; (b) The Leverage Ratio for the Borrowers' fiscal year ending December 31, 2005, based upon the financial statements which are required to be delivered pursuant to Section 11-4(a) hereof, is less than 2.00 to 1.00;
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Collateral Release Event. Upon the occurrence of the Collateral Release Event, this Article and the appointment of the Administrative Agent as such Borrower's attorney in fact shall immediately and automatically terminate and shall have no further force or effect; provided, however, nothing contained in this Section 10-3 shall affect the Administrative Agent's rights pursuant to Section 7-7 of the Mortgage.
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Collateral Release Event. Upon the delivery to the Administrative Agent of the instruments, documents, agreements, certificates, notices and opinions set forth in Part I of Schedule I attached hereto and pursuant to the terms and conditions of the Credit Agreement, the Collateral Release Event shall be deemed to have occurred immediately prior to the effectiveness of this Second Amendment.
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Collateral Release Event. (a) The obligations of the Issuers and the Guarantors to grant and maintain Liens on Collateral in accordance with the provisions of this Article 10 shall, by notice given by the Company to the Trustee in the manner specified herein (a “Collateral Release Event Notice”), be terminated if the Existing Second Lien Notes Discharge occurs, provided that no Default or Event of Default in either case relating to a failure to pay principal, premium, if any, or interest on the Notes when due has occurred and is continuing at the time of delivery of the Collateral Release Event Notice. (b) Upon delivery of a valid Collateral Release Event Notice to the Trustee in accordance with the terms of this Indenture, together with an Officer’s Certificate and Opinion of Counsel, all of the Liens on the Collateral securing the Notes, the Note Guarantees and the other Obligations hereunder will cease to secure the Notes, the Note Guarantees and the other Obligations hereunder without any further action by any of the Issuers or Guarantors, the Collateral Trustee or the Trustee. The occurrence of the Existing Second Lien Notes Discharge and the release of the Liens securing the Notes and the Note Guarantees in accordance with the foregoing is referred to as the “Collateral Release Event.” (c) Notwithstanding the foregoing, upon repayment of the Existing Second Lien Notes concurrently with the issuance of the Notes, the Existing Second Lien Notes Discharge shall be deemed to have occurred and a Collateral Release Event shall be deemed automatically to have occurred without notice to or action by or on behalf of any person. (d) Notwithstanding the foregoing, if the Collateral Release Event occurs, if reasonably requested by the Company and at the Company’s expense, the Trustee and the Collateral Trustee shall cooperate with the Company to take any action reasonably necessary to further evidence the release of Liens and of Coffeyville Resources’ Note Guarantee in connection with the Collateral Release Event, subject to the terms hereof.
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Collateral Release Event. (a) Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, upon the occurrence of a Collateral Release Event and prior to the termination of the applicable Collateral Release Period pursuant to Section 5.17(b), (i) any Liens granted to the Administrative Agent pursuant to the Collateral and Guarantee Requirement which remain in effect at such time shall be promptly released by the Administrative Agent upon receipt by the Administrative Agent of a certificate of an Authorized Officer of the Company that the Collateral Release Event has occurred (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and the Administrative Agent agrees to execute and deliver any documents or instruments reasonably requested by the Company and in form and substance reasonably satisfactory to the Administrative Agent to evidence the release of all applicable Collateral, all at the expense of the Company and without recourse to or warranty by the Administrative Agent and (ii) no Liens shall thereafter be required to be granted to the Administrative Agent pursuant to the Collateral and Guarantee Requirements. (b) At any time after the occurrence of a Collateral Release Event, the Company may elect to terminate the Collateral Release Period in connection with the incurrence of any secured Indebtedness provided that concurrent with such termination (i) the Company shall have (and shall have caused its Subsidiaries to) comply with the Collateral and Guarantee Requirements and (ii) the Company shall have (and shall have caused its Subsidiaries to have) delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith.
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Related to Collateral Release Event

  • Release of Collateral, etc Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Liabilities;

  • 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.

  • Release of Collateral Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

  • Transfer of Collateral upon Occurrence of Termination Event Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • Servicing Termination Section 6.01.

  • Waiver of Past Events of Servicing Termination The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, on behalf of all Noteholders, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account in accordance with this Agreement. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived.

  • Waiver of Servicer Events of Default The Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Servicer Event of Default hereunder may waive such default or Servicer Event of Default; provided, however, that a default or Servicer Event of Default under clause (i) or (vii) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates. Upon any such waiver of a default or Servicer Event of Default, such default or Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.

  • Termination of Intercreditor Agreement Following payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Liquidity Providers and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Liquidity Providers and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the Liquidity Providers under the Liquidity Facilities shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

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