Threshold Event Collateral Sample Clauses

Threshold Event Collateral. (a) Notwithstanding the foregoing, the Note-B Holders shall be entitled to avoid a Control Appraisal Period caused by the application of an Appraisal Reduction Event upon satisfaction of the either of the following (which must be completed within sixty (60) days following Note-B Holders’ receipt of written notice from the Administrative Agent of the occurrence of a Control Appraisal Period): (x) Note-B Holders pay to Administrative Agent for application to the reduction of the principal balance of the A-Note, one hundred percent (100%) of the amount by which the principal balance of the Loan must be reduced to cause such Control Appraisal Period to no longer be continuing or (y) (i) the Note-B Holders shall have delivered as a supplement to the appraised value of the Property, in the amount specified in clause (ii) below, to Administrative Agent together with documentation to create and perfect a first-priority security interest in favor of the Administrative Agent for the benefit of Note-A Holders in such collateral in form and substance reasonably acceptable to Administrative Agent and the Note-B Holders) (a) cash collateral for the benefit of the Note-A Holders, and/or (b) an unconditional and irrevocable standby letter of credit payable on sight demand with Administrative Agent for the benefit of the Note-A Holders as beneficiary issued by a domestic bank or other financial institutions the long-term unsecured debt obligations of which are rated at least “A+” by S&P and “A1” by Xxxxx’x (either (a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be an amount equal to one hundred percent (100%) of the amount which, when added to the appraised value of the Property, would cause the Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Note-B Holders (a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the Note-B Holders shall be required to renew such letter of credit not later than 30 days prior to expiration thereof or to replace such letter of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater than 180 days from the date of substitution; provided, however, that if a letter of credit is not renewed prior to 30 days prior to the expiration date of su...
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Threshold Event Collateral. Upon a Final Recovery Determination with respect to the [DEF] Loan Combination, any [DEF] Threshold Event Collateral held by the Special Servicer shall be available to reimburse the Trust for any realized loss of principal and/or interest incurred with respect to the [DEF] Mortgage Loan (or any successor REO Loan with respect thereto), up to the maximum amount permitted under the [DEF] Co-Lender Agreement, together with all other amounts (including, without limitation, Additional Trust Fund Expenses related to the [DEF] Loan Combination or any related REO Property) reimbursable under the [DEF] Co-Lender Agreement and this Agreement. To the extent necessary to effect such reimbursement, the Special Servicer shall draw down upon or otherwise liquidate all non-cash [DEF] Threshold Event Collateral and shall forward the reimbursement payment to the Master Servicer for deposit in the Certificate Account. Such reimbursement or payment shall, except for purposes of Section 3.11 hereof, constitute "Liquidation Proceeds". The Special Servicer may not release any [DEF] Threshold Event Collateral to a [DEF] B-Noteholder, except as expressly required under Section 17(f) of the [DEF] Co-Lender Agreement (including, in connection with a Final Recovery Determination with respect to the [DEF] Loan Combination, following the reimbursement of the Trust as contemplated above in this Section 6.12(e)). The arrangement by which the [DEF] Threshold Event Collateral is held shall constitute an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and such property (and the right to reimbursement of any amounts with respect thereto) shall be beneficially owned by the applicable [DEF] B-Noteholder, who shall be taxed on all income with respect thereto.
Sample 1
Threshold Event Collateral. The Providence Biltmore Hotel Threshold Event Cure shall continue until the Appraised Value of the related Mortgaged Property plus the value of the Providence Biltmore Hotel Threshold Event Collateral would not be sufficient to prevent a Providence Biltmore Hotel Change of Control Event from occurring. Upon a Final Recovery Determination with respect to the Providence Biltmore Hotel Whole Loan, such Providence Biltmore Hotel Threshold Event Collateral shall be paid to reimburse the Trust Fund for any realized loss with respect to the Providence Biltmore Hotel Whole Loan after application of the net proceeds of liquidation, not in excess of the Stated Principal Balance of the Providence Biltmore Hotel Mortgage Loan, plus accrued and unpaid interest thereon at the applicable interest rate and all other Additional Trust Fund Expenses and other amounts reimbursable under this Agreement and under the Providence Biltmore Hotel Intercreditor Agreement. In addition, the Master Servicer, in accordance with the Servicing Standard, shall have the right to draw on the Providence Biltmore Hotel Threshold Event Collateral at any time in the event that the value of Providence Biltmore Hotel Whole Loan is materially and adversely affected due to any action or inaction taken by the Providence Biltmore Hotel B Note Holder (including while acting as or through the Providence Biltmore Hotel Operating Advisor) with respect to the administration of the Providence Biltmore Hotel Whole Loan during the continuance of a Providence Biltmore Hotel Threshold Event Cure.
Sample 1
Threshold Event Collateral. (a) Notwithstanding the foregoing, the Note-B Holders shall be entitled to avoid a Control Appraisal Period caused by the application of an Appraisal Reduction Event upon satisfaction of the either of the following (which must be completed within sixty (60) days following Note-B Holders’ receipt of written notice from the Administrative Agent of the occurrence of a Control Appraisal Period): (x) Note-B Holders pay to Administrative Agent for application to the reduction of the principal balance of the A-Note, one hundred percent (100%)
Sample 1

Related to Threshold Event Collateral

  • Default; Collateral (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable).

  • Additional Collateral With respect to any new Subsidiary (other than any type of Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

  • 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.

  • Change in Collateral; Collateral Records (i) Give the Collateral Agent not less than 30 days prior written notice of any change in the location of any Collateral, other than to (or in-transit between) locations set forth on Schedule 6.01(ff) and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii) execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Agents and the Lenders from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral, such written statements and schedules as the Collateral Agent may reasonably require, designating, identifying or describing the Collateral.

  • Stock Collateral (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company.

  • Additional Collateral, etc (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

  • Servicer Event of Default Any one of the conditions or circumstances enumerated in Section 4.07 with respect to the Servicer.

  • No Additional Collateral The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above;

  • Transfer of Collateral upon Occurrence of Termination Event Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, 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 Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

  • Specific Collateral None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, health-care-insurance receivables or timber to be cut.

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