Sale of the Trust Estate Sample Clauses

Sale of the Trust Estate. Grantor may transfer or dispose of ------------------------ Building Equipment which is being replaced or which is no longer necessary in connection with the operation of a Property free from the Lien of this Mortgage provided that such transfer or disposal will not materially adversely affect the value of the Trust Estate taken as a whole, will not materially impair the utility of such Property, and will not result in a reduction or abatement of, or right of offset against, the Rents payable under any Lease, in either case as a result thereof, and provided that any new Building Equipment acquired by Grantor (and not so disposed of) shall be subject to the Lien of this Mortgage. Beneficiary shall, from time to time, upon receipt of an Officer's Certificate requesting the same and confirming satisfaction of the conditions set forth above, execute a written instrument in form reasonably satisfactory to Beneficiary to confirm that such Building Equipment which is to be, or has been, sold or disposed of is free from the Lien of this Mortgage.
Sample 1
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Sale of the Trust Estate. The Manager may sell the Trust Estate at any time, as determined by the Manager (in its sole discretion), upon providing notice to the Delaware Trustee that, in the Manager’s sole discretion, a sale of the Trust Estate is appropriate, provided, however, that the Manager shall exercise commercially reasonable efforts not to sell the Trust Estate prior to the latter of (A) the date as of which the Trust Estate has been held by the Trust for at least two (2) years, or (B) the second anniversary of the Closing Date, unless in either case there has been a material change with respect to the Trust Estate during such period that was not reasonably anticipated by the Manager prior to the start of such period. Any such sale of the Trust Estate shall occur as soon as practicable after the Manager has determined that such sale is appropriate. The Manager shall be responsible for (a) determining the fair market value of the Trust Estate, (b) providing notice to the Delaware Trustee that a sale of the Trust Estate is appropriate, (c) conducting the sale of the Trust Estate, and (d) after paying all amounts due to the Delaware Trustee under this Trust Agreement, and the Lender, if any, distributing the balance of the proceeds (net of applicable closing costs such as transfer taxes, title insurance and legal expenses) to the Beneficial Owners. The Delaware Trustee shall not be responsible for conducting the sale of the Trust Estate; provided, however, that the Delaware Trustee shall, at the Manager’s direction, execute any documents necessary to accomplish the sale of the Trust Estate as provided in this Trust Agreement. The Manager and the Delaware Trustee are expressly instructed to permit each Beneficial Owner to undertake its portion of the sale as a like-kind exchange within the meaning of Section 1031 of the Code or another type of tax-deferred exchange, including as described in Section 721 of the Code. Any sale of the Trust Estate shall be on an “as is, where is” basis and without any representations or warranties by the Delaware Trustee or the Manager (other than as to ownership of the Trust Estate and authority to enter into the sale). The Manager shall not have any obligation by virtue of this Trust Agreement to spend any of its own funds, or to take any action that could result in its incurring any cost or expense; provided, however, the Trust shall reimburse the Manager for any such out of pocket cost or expense reasonably incurred in connection with a sale ...
Sample 1
Sale of the Trust Estate. (i) Provided no Event of Default under the Loan Documents has occurred and is continuing, Grantor may, without the consent of Beneficiary, sell the whole of its interest in the Trust Estate provided that (A) Grantor delivers or causes to be delivered at Grantor's sole cost and expense a Rating Agency Confirmation, (B) the purchaser of the Trust Estate is a Single Purpose Entity, (C) the Purchaser is a Permitted Owner, (D) a Qualifying Manager manages the Properties, and (E) Grantor delivers or causes to be delivered at Grantor's sole cost and expense the required Officer's Certificate, the Nonconsolidation Opinion and other documentation specified in Section 11(e) hereof. Upon the satisfaction of the conditions set forth in this Section 11(a)(i), Grantor shall be released and the purchaser of the Trust Estate shall assume the rights and obligations of Grantor under this Mortgage. (ii) Grantor may transfer or dispose of Building Equipment which is being replaced or which is no longer necessary in connection with the operation of a Property free from the Lien of this Mortgage provided that such transfer or disposal will not materially adversely affect the value of the Trust Estate taken as a whole, will not materially impair the utility of such Property, and will not result in a reduction or abatement of, or right of offset against, the Rents payable under any Lease, in either case as a result thereof, and provided that any new Building Equipment acquired by Grantor (and not so disposed of) shall be subject to the Lien of this Mortgage unless the same constitutes leased Building Equipment. Beneficiary shall, from time to time, upon receipt of an Officer's Certificate requesting the same and confirming satisfaction of the conditions set forth above, execute a written instrument in form reasonably satisfactory to Beneficiary to confirm that such Building Equipment which is to be, or has been, sold or disposed of is free from the Lien of this Mortgage. (b)
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Sale of the Trust Estate. Pursuant to Section 3806(b)(3) of the Statutory Trust Act, the Manager shall sell the Trust Estate at any time after all Investors have held their Beneficial Interests for at least two (2) years. Any such sale of the Trust Estate shall occur as soon as practicable after the Manager has determined that the sale of the Trust Estate is appropriate. The Manager shall be responsible for (i) determining the fair market value of the Trust Estate, (ii) providing notice to the Delaware Trustee of the sale of the Trust Estate and (iii) conducting the sale of the Trust Estate on behalf of the Trust under commercially reasonable terms and executing such documents and instruments required to be executed by the Trust to affect such sale (Manager shall also provide to the Delaware Trustee in execution form any documents and instruments required to be executed by the Delaware Trustee to affect such sale). The Manager (and the Delaware Trustee, if necessary) shall take all reasonable action that would seek to enable the sale to qualify, with respect to each Beneficial Owner, as a like-kind exchange within the meaning of Code Section 1031. Any sale of the Property shall be on an “as-is, where-is” basis (or on such terms as are deemed commercially reasonable by the Manager) and without any representations or warranties by the Delaware Trustee or the Manager (other than representations as to their respective authority to enter into the sale).
Sample 1
Sale of the Trust Estate. (a) Any sale or other liquidation of the Trust Estate shall be carried out only in accordance with the direction of Holders of Notes representing more than 50% of the Aggregate Note Balance of the Notes. The power to effect any public or private sale of any portion of the Trust Estate pursuant to Section 4.04 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Issuer shall reimburse the Indenture Trustee for all costs and expenses incurred in connection with the sale of the Trust Estate in a commercially reasonable manner, including the fees of any broker or financial advisor engaged to assist in such sale. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 5.04 of this Indenture.
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Related to Sale of the Trust Estate

  • Sale of Trust Estate (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Trust Estate pursuant to Section 5.04 is expressly subject to the provisions of Section 5.05 and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture and under the Insurance Agreement shall have been paid. The Indenture Trustee may from time to time postpone any public Sale by public announcement made at the time and place of such Sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale.

  • Sale of Trust Assets (a) [Intentionally Omitted].

  • Title to the Trust Estate Legal title to all the Trust Estate shall be vested at all times in the Issuer as a separate legal entity.

  • Trust Estate The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) the Trust Accounts, Recoveries, any Custodial Account, any Escrow Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Sale Agreement (f) the Servicing Agreements and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

  • Optional Preservation of the Trust Estate If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof, in accordance with Sections 3.01 and 8.03. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

  • Release of Trust Estate (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

  • Release of Indenture Trust Estate (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

  • Payments from Owner Trust Estate All payments to be made by the Owner Trustee under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only from the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust Estate to make such payments in accordance with the terms hereof. Wilmington Trust Company or any successor thereto, in its individual capacity, shall not be liable for any amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party.

  • Optional Purchase of Trust Estate The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

  • Sale of Trust Business The Purchasers shall be permitted to assign this Agreement to any person acquiring all or substantially all of the corporate trust business of the Purchasers (or all or substantially all of the assets thereof or any entities owning such business or assets), whether structured as an asset sale, merger, change of control or otherwise, subject to the prior consent of the Sellers; provided, that such consent shall not be unreasonably withheld, conditioned or delayed if the Sellers have reasonable assurance that such person acquiring all or substantially all of the corporate trust business (a) will have (either by itself or through its Affiliates) credit ratings, capitalization and creditworthiness no less than those of Purchasers (taking into account the guaranty provided by Guarantor pursuant to Section 9.5), (b) will provide a level of service quality no less than the service quality provided by the Purchasers, (c) will pose no greater regulatory or reputational risks than the Purchasers and (d) will agree to use reasonable best efforts to obtain the Authorizations required to Transfer the Serviced Appointments to such person on terms and conditions that are no less favorable to the Sellers than the obligations of the Purchasers set forth in the Purchase Agreement with respect to such Transfers.

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