Notice of Proposed Replacement Manager and Proposed Second Amended and Restated Collateral Management Agreement Sample Clauses

Notice of Proposed Replacement Manager and Proposed Second Amended and Restated Collateral Management Agreement. Reference is further made to that certain Notice of Resignation of Collateral Manager dated June 11, 2015 in which the Trustee provided notice that the Collateral Manager notified the Trustee of its resignation pursuant to Section 12(b) of the Management Agreement. The Trustee hereby provides notice that, by written notice dated as of August 10, 2015, which is attached hereto as Annex A (the “Issuer Notice”), the Issuer notified the Trustee that the Holders of a majority of the Aggregate Outstanding Amount of the Notes of the Controlling Class have directed the Issuer to propose Dock Street Capital Management LLC (“Dock Street”) as successor collateral manager (“Replacement Manager”) under the Management Agreement. A copy of the proposed Second Amended and Restated Collateral Management Agreement to be entered into by the Issuer and the Replacement Manager in connection with the resignation and proposed replacement of the Collateral Manager is attached as Exhibit A to the Issuer Notice. Pursuant to Section 15.4(d) of the Indenture, the Trustee hereby delivers a copy of the Issuer Notice to each Noteholder. Pursuant to Section 15.4(d) of the Indenture and subject to certain other conditions being met, no appointment of the Replacement Manager will be effective if Holders of at least a Majority of each Class of Notes object within 30 days after the date of the Issuer Notice. Should any Holder of Notes, as of the Notice Record Date defined below, wish to notify the Trustee that such Holder objects to Dock Street as Replacement Manager (an “Objection”), please notify the Trustee in writing on or before 5:00 p.m. ET on September 9, 2015 at the address set forth below. Email: xxxxxx.xxxx@xxxxxxxxxx.xxx Attention: Xxxxxx Xxxx The Notice Record Date for determining the Holders entitled to receive this Notice of Proposed Replacement Manager and Proposed Second Amended and Restated Collateral Management Agreement and to deliver an Objection shall be August 10, 2015. Pursuant to Section 12(d) of the Management Agreement, the resignation of the Collateral Manager shall not be effective unless a successor collateral manager which satisfies the Replacement Manager Conditions has been appointed and such successor collateral manager has accepted such appointment and assumed the collateral manager obligations thereunder and all other conditions precedent have been satisfied or waived. Any questions may be directed to the attention of Xxxxxx Xxxx by telephone at 410-884- 20...
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Related to Notice of Proposed Replacement Manager and Proposed Second Amended and Restated Collateral Management Agreement

  • FRAMEWORK AGREEMENT MANAGEMENT The Parties shall manage this Framework Agreement in accordance with Schedule 14 (Framework Management).

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Cooperation Agreement If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Exclusive Agreement; Amendment This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.

  • Client Agreement We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

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