Project Bonds. In order to establish the bond-financed sale-leaseback structure that is necessary for the provision of certain of the incentives contemplated herein, including, without limitation, ad valorem property tax savings for the Project, the Authority will issue the Authority’s revenue bonds (the “Project Bonds”) to the Company. The Authority will hold legal title to the Project. The Bond Lease and related purchase option will evidence the Company’s beneficial ownership of the Project. The Company will acquire legal title to the Project as provided herein.
Project Bonds. As long as any Project is owned by a development authority created and existing under the laws of the State of Georgia and is leased by a Borrower Group Member, hold, or procure that a wholly owned Subsidiary of the Borrower shall hold, free and clear of any Liens, all legal and beneficial title to all Project Bonds issued with respect to a Development Authority Sale/Leaseback of such Project.
Project Bonds. Buyer shall replace, or cause to be replaced, each Project Bond in a manner sufficient, as determined by Seller in its reasonable discretion, to provide for either (i) the release of Seller and its Affiliates with respect to any and all obligations relating to such Project Bond or (ii) the substitution by Buyer or its Affiliates for Seller or its Affiliates with respect to any and all obligations relating to such Project Bond. Buyer’s obligation under this Section 5.8 shall be to issue, or cause to be issued, various bonds and other undertakings sufficient for all Project Bonds to be released in full at Closing if such Project Bonds relate to development or construction work at the Shopping Centers that will occur or continue after the Closing Date. To the extent that any Project Bond is not replaced by Buyer at Closing, Buyer shall replace them as soon as practicable, but in any event by January 15, 2015. After the Closing, Buyer will provide reasonable cooperation and assistance to Seller to assist Seller in removing bonds, letters of credit and similar undertakings which were issued or entered into as collateral for certain of the Transferred Assets and in securing the release of cash deposits being held by Governmental Authorities, in each case, at no out-of-pocket cost to Buyer.
