Liquidation Direction definition
Examples of Liquidation Direction in a sentence
After the Secured Parties Representative shall have received a Liquidation Direction and so long as such Liquidation Direction is in effect, the Secured Parties Representative may, either after entry or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral and to sell all, or from time to time any, of the Collateral under the judgment or decree of a court of competent jurisdiction.
Where no Liquidation Direction shall have been given and be in effect, the Borrower shall appoint any successor Secured Parties Representative with the consent of the Controlling Class, with such consent not to be unreasonably withheld.
The Secured Parties Representative shall promptly take such actions upon receipt of a Liquidation Direction.
Such Liquidation Direction shall contain a certification to the effect that the Liquidation Direction has been given by the Controlling Class Representative on behalf of the Controlling Class and shall bind all other Secured Parties thereunder and hereunder.
A Liquidation Direction may be revoked by the Controlling Class Representative as evidenced by a written notice (which notice may be made by facsimile transmission) thereof to the Secured Parties Representative.
Furthermore, any sale of the Collateral by the Secured Parties Representative or the Custodian at the direction of the Secured Parties Representative shall be on such terms and in such manner as directed in a Liquidation Direction by the Controlling Class pursuant to Section 3.5(c)(iv).
If such agents or attorneys-in-fact are not officers or employees of the Secured Parties Representative (or an Affiliate thereof) or the Custodian, then the Borrower (provided that no Liquidation Direction shall then be in effect) and the Representatives shall have the right to consent to such appointment, which consent shall not be unreasonably withheld.
After a Liquidation Direction, and notwithstanding any other provision in this Indenture, all amounts, if any, in the Payment Account or the Collection Account shall be delivered by the Trustee to the Collateral Agent to be disbursed by the Collateral Agent in accordance with the terms of the Pledge Agreement.
Any Money collected by the Trustee with respect to the Securities pursuant to this Article 5, any Money that may then be held or thereafter received by the Trustee with respect to the Securities hereunder and any Money received by the Trustee from the Collateral Agent prior to a Liquidation Direction pursuant to the Pledge Agreement shall be applied and paid in accordance with the provisions of Section 11.1, at the date or dates fixed by the Trustee.
Furthermore, any sale of the Collateral by the Secured Parties Representative or the Custodian at the direction of the Secured Parties Representative shall be on such terms and in such manner as directed in a Liquidation Direction by the Controlling Class pursuant to subsection 3.5(c)(iv).