Governmental Takings. Should any of the Collateral be taken pursuant to the lawful exercise by the government of the Republic of Indonesia or any political subdivision thereof of any right which it may then have to purchase, or to designate a purchaser or to order sale of, all or any part of the Collateral (a "Governmental Taking"), the Trustee shall release the property so taken or purchased, but only upon receipt by the Trustee of the following:
(a) an Officer's Certificate stating that (i) such property has been taken pursuant to a lawful right vested in the government of the Republic of Indonesia or any political subdivision thereof to purchase, or to designate a purchaser or order a sale of, such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with and (ii) that the amount of the proceeds of the property so sold is not less than the amount to which the Company is entitled under the terms of such Governmental Taking;
(b) acknowledgment by the Collateral Agent that the award for such property or the proceeds of such sale, has been deposited in the Collateral Accounts subject to the disposition thereof pursuant to Section 4.08 hereof; provided, however, that, in lieu of all or any part of such award or proceeds, the Company shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a prior Permitted Lien on all or any part of the property to be released, stating that such award or proceeds, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such prior Lien, in which case the balance of the award, if any, shall be delivered to the Collateral Agent for deposit in the Notes Collateral Account;
(c) an Opinion of Counsel substantially to the effect that:
(1) such Governmental Taking was a lawful exercise of a right vested in the government of Indonesia or any political subdivision thereof;
(2) the award for the property so taken has become final or that, to the best of such counsel's knowledge, no appeal is contemplated or pending.
(3) if, pursuant to Section 12.08(b), the award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a prior Permitted Lien, that the property to be released, or a specified portion thereof, is or immediately before...
Governmental Takings. 68 SECTION 12.09
Governmental Takings. The State agrees that it shall not expropriate and/or take any land or property subject to a financial interest held by ETG, its Subsidiaries and/or Other Project Participants unless such expropriation is carried out in compliance with the Laws of the State of Yap and the FSM.
