Liquidation Direction definition

Liquidation Direction means a notice delivered by the Controlling Class Agent to the Security Trustee following the occurrence of an Event of Default which is continuing (taking into account any related grace periods), instructing the Security Trustee to proceed to enforce the Collateral or any part of it.
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Liquidation Direction shall have the meaning assigned thereto in the Pledge and Intercreditor Agreement.
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Liquidation Direction is defined in Section 3.5(c)(iv).
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Examples of Liquidation Direction in a sentence

  • 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.

  • 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 security constituted under the Security Documents over the Collateral shall become enforceable upon an acceleration of the maturity of any of the Notes pursuant to Condition 10(b) (Acceleration and Curing Default) or, in the event that the same has not precipitated an acceleration under Condition 10(b) (Acceleration and Curing Default), upon the service of a Liquidation Direction pursuant to the Intercreditor Arrangements.

  • 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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).


More Definitions of Liquidation Direction

Liquidation Direction means any notice given under the Indenture in connection with a Liquidation Acceleration by a Majority of the Controlling Class to the Secured Parties Representative, directing the Secured Parties Representative to provide a notice to the Custodian of its receipt of such
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Liquidation Direction. A Liquidation Direction under and as defined in the Pledge Agreement.
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Liquidation Direction. The meaning specified in Section 5.5(a).
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Related to Liquidation Direction

  • Liquidation Distribution has the meaning specified in Section 9.4(d).

  • Liquidation Trustee means the trustee appointed jointly by the Debtors and the Creditors’ Committee, and identified in the Plan Supplement, to serve as the liquidation trustee under the Liquidation Trust Agreement, or any successor appointed in accordance with the terms of the Plan and Liquidation Trust Agreement.

  • Accretion Directed Certificates As specified in the Preliminary Statement.

  • Liquidation Event means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole.

  • Liquidation Period has the meaning set forth in Section 10.6 of this Agreement.

  • Liquidation means the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, as amended, if the Company fails to consummate a Business Combination.

  • Liquidation Trust means the trust created pursuant to the Liquidation Trust Agreement on the Effective Date in accordance with the Plan, the Confirmation Order and the Liquidation Trust Agreement.

  • Liquidation Trust Agreement means the Liquidation Trust Agreement to be dated as of the Effective Date establishing the terms and conditions of the Liquidation Trust, substantially in the form attached hereto as Exhibit B.

  • Liquidation Agent has the meaning set forth in Section 9.03.

  • Companion Distribution Account shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.

  • Majority in Liquidation Amount of the Preferred Securities means a vote by the Holder(s), voting separately as a class, of more than fifty percent (50%) of the aggregate Liquidation Amount of all then outstanding Preferred Securities issued by the Issuer.

  • Dissolution Distribution Amount means, in relation to each Certificate:

  • Liquidation Fee With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted pay-off (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout or results from the Special Servicer’s collection and enforcement efforts) from the related Mortgagor, except as otherwise described below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased or substituted as contemplated by Section 2.03 of this Agreement and/or any Specially Serviced Loan or any REO Property as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such pay-off or proceeds that represents Penalty Charges); provided that, except as contemplated by the following provisos, no Liquidation Fee will be less than $25,000; provided, further, that the Liquidation Fee (which, if payable, shall, prior to the reduction in accordance with this proviso, be at least $25,000) with respect to any related Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, further, that (a) the Liquidation Fee shall be zero with respect to any Mortgage Loan or Serviced Whole Loan or any Mortgaged Property purchased or repurchased pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 180 days following its receipt of notice or discovery of a Material Breach or Material Document Defect, and (B) clause (v), the mezzanine loan holder or the Subordinate Companion Loan Holder does not purchase such Mortgage Loan or Serviced Whole Loan within 90 days of when the first purchase option first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of such definition (unless with respect to clause (iv), the mezzanine loan holder does not purchase such REO Property within 90 days of when the first purchase option first becomes exercisable) and (b) the Liquidation Fee with respect to each Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 180 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Breach or Material Document Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Mortgage Loan or REO Mortgage Loan; provided, further, that if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan” regarding the related Mortgagor’s failure to make a Balloon Payment and the related Liquidation Proceeds are received within 90 days following the related maturity date in connection with the full and final pay-off of the related Mortgage Loan or Serviced Whole Loan, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.

  • Liquidation Profits As to any Distribution Date and any Mortgage Loan that became a Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in respect of such Liquidated Loan over (ii) the unpaid principal balance of such Liquidated Loan plus accrued interest thereon in accordance with the amortization schedule at the time applicable thereto at the applicable Net Mortgage Interest Rate from the Due Date to which interest was last paid with respect thereto through the last day of the month preceding the month in which such Distribution Date occurs.

  • Liquidation Fees shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.

  • Liquidating Trustee has the meaning set forth in Section 6.2(a).

  • Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement;

  • Liquidation Price means the price at which the Trustee sells the Underlying Securities.

  • Liquidation Parity Stock means any class or series of stock of the Corporation (other than the Series L Preferred Stock) that ranks equally with the Series L Preferred Stock in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

  • Liquidating Trust Agreement means an agreement evidencing the terms and provisions governing a Liquidating Trust that shall be entered into prior to the establishment of such Liquidating Trust and pursuant to which a Liquidating Trustee shall manage and administer Liquidating Trust Assets.

  • Noteholder Direction has the meaning set forth in Section 7.6(a) of the Indenture.

  • Majority in liquidation amount of the Capital Securities means Holder(s) of outstanding Capital Securities, voting together as a class, but separately from the holders of Common Securities, of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all Capital Securities then outstanding.

  • Excess Liquidation Proceeds Account The segregated account (or the sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) for the benefit of the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator on behalf of Wilmington Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22, Excess Liquidation Proceeds Account”.

  • Certificate Distribution Account has the meaning assigned to such term in the Trust Agreement.

  • Lead Securitization Directing Certificateholder means the “Directing Certificateholder” as defined in the Lead Securitization Servicing Agreement.

  • Deemed Liquidation means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv) in the event of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.