Liquidation Events Clause Samples

Liquidation Events. 43 SECTION 9.02. Trust Wind-Up Events...........................................44 SECTION 9.03. Expense Event..................................................45 SECTION 9.04. Special Depositor Wind-Up Event................................45 SECTION 9.05. Disposition of Trust Property..................................45 SECTION 9.06. Limitation on Notice Requirement...............................49 ARTICLE X Concerning the Trustee

Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property or the First Mezzanine Collateral, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrower, and (ii) a refinancing of the Property or the First Mezzanine Loan, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicable. The provisions of this Section 2.5.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents. (c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.

Liquidation Events. The following events shall be "LIQUIDATION EVENTS" hereunder: (a) Servicer (if KBK or any Affiliate of KBK is Servicer) (i) shall fail to perform or observe any term, covenant or agreement that is an obligation of Servicer hereunder (other than as referred to in CLAUSE (II) below) and such failure shall remain unremedied for one Business Day or (ii) shall fail to make any payment or deposit to be made by it hereunder when due (and, in the case of payments under SECTION 13.02, such failure shall remain unremedied for ten (10) days); or (b) Any representation or warranty made or deemed to be made by KBK or Seller (or any of its officers) under or in connection with this Agreement or any Information Package or other information or report delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made (other than a breach of the representations set forth in SECTION 6.02(D) or (J) for which the Originator has satisfied its payment obligation under SECTION 3.5 of the Sale Agreement); or (c) Seller or KBK (individually or as Servicer) shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any of the other Transaction Documents on its part to be performed or observed and any such failure shall remain unremedied for five Business Days (or, in the case of the Seller with respect to obligations under SECTION 13.01 and 14.05, ten (10) days) after (A) written notice thereof shall have been given to Seller or KBK by the Administrator or the Relationship Bank or (B) Seller or KBK has actual knowledge; or (i) A default shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $500,000 of, or guaranteed by, any Seller Party which default if unremedied, uncured, or unwaived (with or without the passage of time or the giving of notice or both) would permit acceleration of the maturity of such indebtedness and such default shall have continued unremedied, uncured or unwaived for a period long enough to permit such acceleration and any notice of default required to permit acceleration shall have been given; or (ii) a "Purchase Termination Event" shall have occurred and be continuing under the Sale Agreement; or (iii) any default under any other agreement or instrument relating to the purchase of receivables of any Seller Party, or any other event, shall occur and shall continue af...

Liquidation Events. 41 Section 10.2 Remedies.........................................................................................42 ARTICLE XI THE AGENT 43

Liquidation Events. The following events shall be “

Liquidation Events. Each of Seller and Parent will furnish to the Administrator, as soon as possible and in any event within two (2) Business Days after an officer of Seller or Parent obtains actual knowledge of the occurrence of each Liquidation Event and each Unmatured Liquidation Event, a written statement of the chief financial officer or chief accounting officer of Seller or Parent, as the case may be, setting forth details of such event and the action that Seller or Parent, as the case may be, proposes to take with respect thereto;

Liquidation Events. (a) Unless a Trust Wind-Up Event has also occurred and unless otherwise provided in the Trust Agreement (each such event below, a "Liquidation Event"): (i) In the event that (i) an Underlying Security Default occurs with respect to any Underlying Security or (ii) any Underlying Security held by the Trust becomes a Disqualified Underlying Security, then the Trust shall sell such Underlying Security and, if necessary, shall sell other Trust Property to the extent necessary to pay any Swap Termination Payment. (ii) In the event that any Swap Default or Termination Event occurs under any Transaction (including if such Transaction becomes a Disqualified Transaction), and such Transaction is terminated, the Trust shall sell any Affected Underlying Securities and, if necessary, shall sell other Trust Property to the extent necessary to pay any related Swap Termination Payment, and (iii) In the event that any Credit Support becomes Disqualified Credit Support, then such Credit Support shall be terminated. (b) Unless otherwise specified in the Trust Agreement, the Trust shall distribute any net proceeds to the Trust from a Liquidation Event to the Unitholders pro rata or in such other proportion as specified in the Trust Agreement. (c) The Trust shall continue thereafter.

Liquidation Events. 45- SECTION 10.02 Remedies............................................................................-48-

Liquidation Events. Subject to Section 10.1(b), the Company shall be liquidated and its affairs shall be wound up on the first to occur of the following events (each a “Liquidation Event”) and no other event shall cause the Company’s dissolution: (i) the consent of the Managing Member and holders of a majority of the Class A-1 Units; (ii) at any time when there are no Members; and (iii) entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.