Sale of Collateral Interests Sample Clauses

Sale of Collateral Interests. (1) Subject to the satisfaction of the conditions specified in Section 10.12 as applicable, if the Collateral Manager, on behalf of the Issuer, pursuant to this Article 12, shall direct the Trustee to sell any Impaired Interest, Credit Risk Interest, Written Down Interest, Buy/Sell Interest, Withholding Tax Interest, CMBS, Real Estate CDO Security, Taxed Collateral Interest, Taxed Property, REIT Debt Security or Participation Interest, the Trustee shall sell in the manner directed by the Collateral Manager, such Impaired Interest, Equity Interest, Credit Risk Interest, Written Down Interest, Buy/Sell Interest, Taxed Collateral Interest, Taxed Property, Withholding Tax Interest, CMBS, Real Estate CDO Security, Taxed Collateral Interest, Taxed Property, REIT Debt Security or Participation Interest. (2) Upon the occurrence of an Investment Guidelines Event, the Collateral Manager shall direct the Issuer to sell any Taxed Collateral Interest or Taxed Property within 90 days after such Investment Guidelines Event (or such shorter time period as provided in the Collateral Management Agreement) in accordance with the provisions of the Collateral Management Agreement. (3) The Collateral Manager may, in its reasonable discretion, direct the Issuer to sell or otherwise dispose of any Impaired Interest, Credit Risk Interest, Written Down Interest, Buy/Sell Interest, Taxed Collateral Interest, Taxed Property or Withholding Tax Interest. The Collateral Manager shall direct the Issuer to sell or otherwise dispose of any Collateral Interest that is an Equity Interest as soon as practicable after such Collateral Interest becomes an Equity Interest. (4) The Collateral Manager may direct the Issuer to (i) sell any Buy/Sell Interest at any time if the Sales Proceeds thereof are at least equal to its Principal Balance (adjusted for any Collateral Principal Payments received thereon) or (ii) purchase the corresponding pari passu participation from the related participant at any time, regardless of whether such purchase would occur during the Reinvestment Period or whether Reinvestment Criteria would be satisfied thereafter, so long as the Issuer entered into a binding agreement with the Collateral Manager, any of its Affiliates or any other person qualified in accordance with this Indenture to purchase such corresponding pari passu participation from the Issuer at a purchase price equal to that paid by the Issuer to such participant and such purchaser thereof either (A) has a ...
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Sale of Collateral Interests. REINVESTMENT CRITERIA; SUBSTITUTION; HEDGE AGREEMENT; CURE RIGHTS; PURCHASE RIGHTS
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Sale of Collateral Interests. (a) Provided that no Event of Default has occurred and is continuing and subject to the satisfaction of the conditions specified in Section 10.6 as applicable, and the remainder of this Section 12.1, the Collateral Manager, on behalf of the Issuer, may direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Collateral Manager in writing and in accordance with the terms of this Indenture, any Buy/Sell Interest, Impaired Interest, Credit Risk Interest or Taxed Collateral Interest or any Collateral Interest that may be sold pursuant to Sections 12.1(d) or (e). (b) The Collateral Manager may direct the Issuer to (i) sell any Buy/Sell Interest at any time and (ii) purchase the corresponding pari passu participation or pari passu note from the related participant or noteholder, as applicable, either (a) in accordance with the Criteria specified below under “Reinvestment Criteria and Ramp-Up Criteria” or (b) at any time, regardless of whether such purchase would occur during the Ramp-Up Period or the Reinvestment Period or whether Ramp-Up Criteria or the Reinvestment Criteria would be satisfied thereafter, so long as the Issuer entered into a binding agreement with the Collateral Manager, any of its Affiliates or any other person qualified as provided below to purchase such corresponding pari passu participation from the Issuer immediately following the purchase by the Issuer from the related participant or noteholder at a purchase price equal to that paid by the Issuer to such participant or noteholder, as applicable, and such purchaser (including the Collateral Manager or any of its Affiliates) thereof either (A) has a long term rating by S&P of “A-” or a short term rating by S&P of “A-1,” (B) is a Qualified Institutional Lender or (C) Rating Confirmation from S&P has been received. (c) A sale of a Credit Risk Interest or Impaired Interest or any sale pursuant to Section 12.1 shall be conducted in the following manner; provided, however, that such limitations shall not apply to any sales made at a price at least equal to par plus accrued interest. The Trustee shall solicit a minimum of three (3) bids, each from nationally recognized independent market makers, dealers or market participants, in obligations comparable to the Collateral Interest being sold which may include the Collateral Manager, the Sellers, an Initial Purchaser or any of their respective Affiliates (provided, however, that any such bid from the Collateral...
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Sale of Collateral Interests 
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Related to Sale of Collateral Interests

  • Sale of Collateral In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewith, and take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

  • Use and Disposition of Collateral None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02

  • Distribution of Collateral Proceeds In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Purchase of Collateral Credit bid and purchase all or any portion of the Collateral at any public sale. Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.

  • Types of Collateral None of the Collateral consists of, or is the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber.

  • Additional Collateral (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

  • Location of Collateral All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, upon 30 Business Days prior written notice to Agent.

  • Valuation of Collateral Securities Intermediary shall provide view only access to its systems to Secured Party for the purpose of communicating data as to the Reserve Account as of that date.

  • Pledge of Additional Securities Collateral Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Administrative Agent and forthwith deliver to the Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a "Pledge Amendment"), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

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