Release of Assets. (a) Subject to Article XII, the Issuer may, by Issuer Order executed by an Officer of the Collateral Manager, delivered to the Trustee at least one Business Day prior to the settlement date for any sale of an Asset certifying that the sale, purchase or substitution of such Asset is being made in accordance with Section 12.1 or 12.3 hereof or Section 2.2 of each Loan Sale Agreement, as applicable, and such sale, purchase or substitution complies with all applicable requirements of Section 12.1 or 12.3 hereof or Section 2.2 of each Loan Sale Agreement, as applicable (provided that if an Event of Default has occurred and is continuing, neither the Issuer nor the Collateral Manager (on behalf of the Issuer) may direct the Trustee to release or cause to be released such Asset from the lien of this Indenture pursuant to a sale under Section 12.1(e), Section 12.1(f) or Section 12.1(g) unless the sale of such Asset is permitted pursuant to Section 12.4(c)), direct the Trustee to release or cause to be released such Asset from the lien of this Indenture and, upon receipt of such Issuer Order, the Trustee shall deliver any such Asset, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Asset is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such Issuer Order; provided that the Trustee may deliver any such Asset in physical form for examination in accordance with industry custom.
(b) Subject to the terms of this Indenture, the Trustee shall upon an Issuer Order (i) deliver any Asset, and release or cause to be released such Asset from the lien of this Indenture, which is set for any mandatory call or redemption or payment in full to the appropriate payor or paying agent, as applicable, on or before the date set for such call, redemption or payment, in each case against receipt of the call or redemption price or payment in full thereof and (ii) provide notice thereof to the Collateral Manager.
(c) Upon receiving actual notice of any Offer or any request for a waiver, direction, consent, amendment or other modification or action with respect to any Asset, the Trustee on behalf of the Issuer shall notify the Collateral Manager of any Asset that is subject to a tender offer, voluntary redemption, exchange offer, conversion or other similar action (an “Offer”) or such request. Unless th...
Release of Assets. (a) The Custodian shall sell and/or release and deliver, or direct its agents or any Sub-custodian to sell and/or release and deliver, as the case may be, Assets, including Required Loan Documents of a Fund or a Subsidiary held by the Custodian, its agents or any Sub-custodian from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Assets or Required Loan Documents to be released, with such delivery and other information as may be necessary to enable the Custodian to perform), which may be standing instructions (in form acceptable to the Custodian) in the following cases: 11
(i) upon sale of such Assets by or on behalf of a Fund or a Subsidiary, against receipt of payment therefor or, if otherwise directed by Proper Instructions:
(A) in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment; or
(B) in the case of a sale effected through a Securities System, in accordance with the rules governing the operations of the Securities System;
(ii) upon the receipt of payment in connection with any repurchase agreement related to such Assets;
(iii) to a depositary agent in connection with tender or other similar offers for securities;
(iv) to the issuer thereof or its agent when such Assets are called, redeemed, retired or otherwise become payable (unless otherwise directed by Proper Instructions, the cash or other consideration is to be delivered to the Custodian, its agents or its sub- custodian);
(v) to an issuer thereof, or its agent, for transfer into the name of the Custodian or into the name of any nominee of the Custodian or into the name of any of its agents or Sub-custodian or their nominees or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units, provided that, in any such case, the new Assets are to be delivered to the Custodian;
(vi) to brokers, clearing banks or other clearing agents for examination in accordance with the Street Delivery Custom, against delivery to the Custodian of a receipt for such Assets, provided that, in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such Securities prior to receiving payment for such Securi...
Release of Assets. (a) If at any time the Issuer, any Co-Issuer, the Manager or the Agent has actual knowledge that a Release Event with respect to any particular Asset has occurred, the party discovering such event shall notify the other parties.
(b) Upon receipt of notification or upon actual knowledge of a Release Event described in clause (a) of this Section 13.3, and if the Asset DSCR Test is not met, the applicable Co-Issuer shall exercise commercially reasonable efforts to eliminate or otherwise cure such Release Event. If the Asset DSCR Test would be met, then the Asset with respect to which a Release Event has occurred may be released from the Lien of this Security Agreement at any time upon request of the applicable Co-Issuer upon payment by the related Co-Issuers of the Release Price; provided that, immediately after such release, such Asset shall be disposed of by the applicable Co-Issuer to an entity other than the Issuer, any Manager or any other Co-Issuer.
(c) If such Co-Issuer fails or is unable to eliminate or cure the Release Event within fifteen (15) days after the earlier of the date on which such Co-Issuer has actual knowledge of such event or the date on which written notice, specifying in reasonable detail, such event and requiring it to be remedied shall have been given to such Co-Issuer; provided that such Co-Issuer shall have an additional 45 days if such event is susceptible of being cured, then such Co-Issuer shall pay the Release Price of the affected Asset on the Business Day next preceding the Redemption Date next following the expiration of such 60 day period. The Release Price for the release of the affected Asset shall be deposited in the Issuer Collection Account and shall be applied to the redemption of its Note on such Redemption Date in accordance with Section 11.1 of this Security Agreement. The applicable Co-Issuer's obligation to pay any Release Price shall be limited to funds available therefor under this Security Agreement.
(d) So long as no Funding Termination Event would be triggered thereby, the applicable Co-Issuer may, at its option, obtain a release of its Asset(s) from the Lien of this Security Agreement by providing at least 30 days’ prior written notice (the “Co-Issuer’s Notice”) to the Agent setting forth (i) the Asset(s) to be released, (ii) the Redemption Date on which such Asset(s) will be released and (iii) an estimate of the Release Price to be deposited on the Redemption Date specified in such notice. Upon payment to...
Release of Assets. The acquisition and banking arrangements made for EWA assets shall provide for their unconditional release to the Projects or to the Projects’ designees upon approval by the Management Agencies.
Release of Assets. The Buyer acknowledges that the Company is currently obligated to proceed with the sale of certain assets, and at the request of Amegy may be required to proceed with the sale of additional assets, under the Company’s Third Forbearance Agreement with Amegy dated October 16, 2008 (collectively, the “Permitted Dispositions”). Upon the request of the Company in connection with a Permitted Disposition, the Buyer agrees to take all such actions as shall be required to release the collateral being sold in such Permitted Disposition, to the extent necessary to permit the consummation of such Permitted Disposition and agrees not take any action that would hinder or delay a Permitted Disposition. The Company agrees to deliver to the Buyer at least ten (10) days prior to the date of the proposed release (or such shorter period agreed to by the Buyer), a written request for release identifying the relevant collateral being sold in such Permitted Disposition, together with a certification by the Company stating that such transaction is in compliance with this Section 4(d). Buyer agrees to execute all necessary releases in recordable form within ten (10) days of the Company’s written request.
Release of Assets. Where UPC Broadband requests that the Security Agent releases a Secured Asset from the charges created by a Security Agent Security Document and the Facility Agent has certified that such release is permitted under the terms of the Finance Documents, the Security Agent is authorised and shall at the cost of XXX Broadband execute such deeds and do all such acts and things as may be reasonably necessary to release the Secured Asset from the charges created by the relevant Security Agent Security Document. Prior to the Changeover Date the consent of none of the High Yield Hedging Banks shall be required for such release.
Release of Assets. (a) If at any time the Issuer, the Servicer or any Noteholder has actual knowledge (or if the Trustee has received notice) that a Release Event with respect to any particular Asset has occurred, the party discovering such event shall notify the other parties.
(b) Upon receipt of notification or upon actual knowledge of a Release Event described in clause (a) of this Section 12.3, and if the Asset DSCR Test is not met, the Issuer shall exercise commercially reasonable efforts to eliminate or otherwise cure such Release Event.
(c) If the Issuer fails or is unable to eliminate or cure the Release Event within 60 days of actual knowledge thereof, then the Issuer shall pay the Release Price of the affected Asset on the Business Day next preceding the Redemption Date next following the expiration of such 60 day period. Upon payment of the Release Price of such Asset (as determined by the Servicer) to the Collection Account, the Asset shall be released from the Lien of this Indenture. The Release Price for the release of the affected Asset shall be deposited in the Collection Account and shall be applied to the redemption of Notes on such Redemption Date in accordance with Section 10.1 of this Indenture. The Issuer's obligation to pay any Release Price shall be limited to funds available therefor under the Contribution Agreement or this Indenture.
Release of Assets. (a) Subject to the payment to the Trustee of the Trustee Fee pursuant to Section 5.02, the Trustee may, upon the written direction of the Controlling Noteholder, and when required by the provisions of this Agreement shall, execute instruments to release property from the lien of this Agreement, or convey the Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of the Transaction Documents. No party relying upon an instrument executed by the Trustee as provided hereunder shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent, or see to the application of any moneys.
(b) The Trustee shall, at such time as (i) none of the Class A Note (or the Class A Notes, if there is more than one Class A Note) or the Residual Interest Certificate is outstanding and (ii) all sums due the Trustee pursuant to this Agreement have been paid in full, or (iii) after an Event of Default that is continuing (subject to any applicable cure period therefore), at the direction of the Controlling Noteholder given to the Trustee, the Trustee is ordered to liquidate the Assets pursuant to Section 6.04, release any remaining portion of the Assets that secured the Class A Note (or the Class A Notes, if there is more than one Class A Note) and the Residual Interest Certificate from the lien of this Agreement. The Trustee shall release property from the lien of this Agreement pursuant to this Section 6.03(b) only upon the Trustee’s receipt of a written request from the Controlling Noteholder accompanied by an officer’s certificate of the Controlling Noteholder (as further described below) and an Opinion of Counsel stating that all conditions precedent to such release have been satisfied. The Controlling Noteholder shall give the Trustee at least two (2) Business Days’ notice when requested by the Controlling Noteholder to take any action pursuant to this Section 6.03(b), accompanied by copies of any instruments to be executed.
Release of Assets. 6.5.1 In connection with any sale of an REO Property to an Unrelated Third Party, in connection with any sale (whether in the normal course of business or pursuant to a foreclosure) of each other item of Collateral to an Unrelated Third Party and in connection with the Settlement of each Collateral Loan (each such item of Collateral and Collateral Loan being hereinafter referred to as a “Released Asset”), Borrower may request the release of such Released Asset from the lien of the Security Documents. In connection with any such requested release of a Released Asset, Lenders agree that Agent is authorized to and Agent shall release/discharge Agent’s Lien(s) on the respective REO Property, other item of Collateral or Collateral Loan upon receipt of a payment to the Owner Collection Account of an amount (the “Required Owner Collection Account Amount”) that is equal to the 100% of the hereinafter defined Release Price with respect to such Released Asset. Lenders’ consent to any such release of a Released Asset shall not be required so long as 100% of the Required Owner Collection Account Amount that is applicable to such Released Asset is deposited in the Owner Collection Account. The above provisions shall be applicable to all Assets, whether owned by Borrower or by any REO Affiliate and as to each REO Property owned by any REO Affiliate, the Required Owner Collection Account Amount and the Release Price shall be calculated as if Borrower were the owner of the REO Property in question and as if no REO Note existed.
Release of Assets. Any release of any assets the subject of the Securities granted by the Security Holder having priority under clause 3.1 above in respect of such asset (or class of assets) of the Company will be deemed to have been given by the other Security Holder on the same terms and conditions.
