Replacement Collateral. In the event that the Company decides pursuant to the foregoing provisions to apply any portion of the Net Proceeds from a Collateral Asset Sale or an Event of Loss to purchase or otherwise invest in Replacement Collateral:
(i) the Company shall deliver an Officers’ Certificate to the Collateral Agent and the Trustee dated no more than 30 days prior to the date of consummation of the relevant investment in Replacement Collateral, certifying that the purchase price for the amount of the investment in Replacement Collateral does not exceed the Fair Market Value of such Replacement Collateral;
(ii) the Company shall deliver an Officers’ Certificate to the Collateral Agent and the Trustee certifying compliance with the provisions of this Indenture and requesting the release of such certified purchase price to the Company (or the applicable Restricted Subsidiary), free of the Lien of the Collateral Documents; and
(iii) the Company shall take such actions, at its sole expense, as may be required to permit the Collateral Agent, pursuant to the applicable Collateral Document, to release such Net Proceeds, together with any interest thereon, from the Lien of the applicable Collateral Document and to ensure that the Collateral Agent has, from the date of such purchase or investment, a first-priority Lien on such Replacement Collateral pursuant to appropriate Collateral Documents. Notwithstanding anything to the contrary in the foregoing, pending application of such consideration to acquire Replacement Collateral or restore the relevant Collateral in an Event of Loss, any consideration received in connection with a Collateral Asset Sale, an Event of Loss or an investment in Replacement Collateral shall be paid directly by the purchaser thereof to the Collateral Agent or otherwise constitute Collateral subject to a first-priority lien in form and substance satisfactory to the Collateral Agent.
Replacement Collateral. In the event that the Issuer decides pursuant to the foregoing provisions to apply any portion of the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss to purchase or otherwise invest in Replacement Collateral,
(1) the Issuer will deliver an Officer’s Certificate to the Trustee dated no more than 30 days prior to the date of consummation of the relevant investment in Replacement Collateral, certifying that the purchase price for the amount of the investment in Replacement Collateral does not exceed the Fair Market Value of such Replacement Collateral;
(2) the Issuer will deliver an Officer’s Certificate to the Collateral and Intercreditor Agent and the Trustee certifying compliance with the provisions of the Indenture and the Permitted Secured Obligations and requesting the release of such certified purchase price to the Issuer (or the applicable Restricted Subsidiary), free of the Lien of the Collateral Documents; and
(3) the Issuer will take such actions, at its sole expense, as may be required to permit the Collateral and Intercreditor Agent, pursuant to the applicable Collateral Document, to release such Net Cash Proceeds, together with any interest thereon, from the Lien of the applicable Collateral Document and to ensure that the Collateral and Intercreditor Agent has, from the date of such purchase or investment, a first priority Lien on such Replacement Collateral pursuant to appropriate Collateral Documents.
Replacement Collateral. (a) During the Replacement Collateral Period, New Power may substitute Eligible Accounts and Eligible Natural Gas (collectively, “Replacement Collateral”) for cash Collateral currently held by the Enron Parties in a total amount up to but not exceeding the lesser of (i) $40,000,000 and (ii) the sum of 85% of Eligible Accounts and 50% of Eligible Natural Gas (the “Substitution Amount"). During the month of October 2001, NewPower may substitute no more than $20,000,000 in Replacement Collateral for Returned Cash Collateral. The Parties expressly acknowledge and agree that the Substitution Amount of Replacement Collateral, as determined from time to time pursuant to the terms hereof, shall constitute acceptable Collateral for the obligations of New Power under the Master Netting Agreement during the Replacement Collateral Period. At no time during the Replacement Collateral Period shall the Enron Parties be obligated to release any cash Collateral to New Power that would result in New Power having posted cash Collateral to the Enron Parties of less than $70,000,000 unless New Power’s Collateral requirement under the Master Netting Agreement is less than such amount, in which case all of New Power’s Collateral posted to the Enron Parties shall be provided in cash.
(b) New Power covenants that it shall deliver to the Enron Parties, on each Business Day, a certificate of a responsible officer of New Power (a "Replacement Collateral Certificate")
(i) certifying the Substitution Amount, the amount of cash Collateral and Replacement Collateral posted to the Enron Parties hereunder, the absence of Default under the Master Netting Agreement and a listing of the amounts of all cash deposits or collateral deposited or posted with any third party, and (ii) containing a daily cash forecast for the current month and the subsequent month. The Replacement Collateral Certificate shall be substantially in the form attached hereto as Exhibit "B". Within two (2) Business Days of the Enron Parties receipt of a Replacement Collateral Certificate from New Power and provided that no Default under the Master Netting Agreement then exists, the Enron Parties shall release any excess cash Collateral to New Power under the terms and conditions provided herein (“Released Cash Collateral”); provided, however, if the most recent Replacement Collateral Certificate from NewPower would require the Enron Parties to return a lesser amount of cash Collateral, then the Enron Parties shall be obli...
Replacement Collateral. (a) Schedule I automatically shall be, and shall be deemed to have been, updated and supplemented to include (i) all fuel cells and fuel cell modules located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx and/or utilized or comprising the Facility, and (ii) all fuel cells and fuel cell modules identified on any Schedule I Supplement (as defined herein). From time to time, but in any event after the occurrence of any restacking of any fuel cells and/or fuel cell modules, Debtor shall provide Secured Party with a supplement to Schedule I (each, a “Schedule I Supplement”), each of which Schedule I Supplements shall identify all fuel cells and fuel cell modules located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx and/or utilized or comprising the Facility by serial number, make and model.
(b) From time to time, Debtor shall be permitted to replace the then existing Additional Fuel Cells with replacement fuel cells and fuel cell modules (“Replacement Fuel Cells”) of at least equivalent make, model and value; provided, that, (i) Debtor shall have provided Secured Party with a supplement to Schedule II (each, a “Schedule II Supplement”), each of which Schedule II Supplements shall identify all Replacement Fuel Cells by serial number, make and model, (ii) Debtor shall have provided to Secured Party copies of all documentation transferring title to such Replacement Fuel Cells to Debtor (and such documentation shall be acceptable to Secured Party), (iii) Debtor shall have provided to Secured Party updated Uniform Commercial Code lien searches and state and federal tax lien searches on such Persons and in such jurisdictions and locales as Secured Party shall have requested, (iv) all creditors having a security interest and/or Lien in or to the Replacement Fuel Cells shall have released and terminated such security interest and/or Lien pursuant to documentation and other filings of record satisfactory to Secured Party, and (v) an amendment adding the Replacement Fuel Cells to, and deleting the then existing Additional Fuels Cells from, the Uniform Commercial Code financing statement covering the then existing Additional Fuel Cells shall have been filed with the State Corporation Commission of the Commonwealth of Virginia or such other filing offices as Secured Party may elect in its discretion.
Replacement Collateral. Subject to obtaining the consents of any necessary prior secured parties, the Debtor, with the consent of the Secured Parry, may replace any items of the Collateral, provided that such replacement is of equal or greater value to the item(s) so replaced, that the same are fully paid for, or that such purchase be secured by a security agreement under the Uniform Commercial Code, which security agreement shall be subordinate to this Agreement, and further, provided that within five (5) days of any such replacement, a supplemental security agreement covering such new chattel, fixtures and equipment which shall be executed and delivered by the Debtor to the Secured Party c/o its attorney, together with an appropriate resolution of the Board of Directors of the Debtor, by certified mail, return receipt requested. The new chattels, fixtures and equipment shall be deemed additional items of collateral hereunder and shall be of equal or better quality than the replaced items of collateral, and shall be deemed to be included in the term "Collateral".
2.1 Debtor represents, warrants, covenants and agrees as follows:
Replacement Collateral. Under the terms of the indenture, in the event that the Company decides pursuant to the foregoing provisions to apply any portion of the Net Proceeds from a Collateral Asset Sale or an Event of Loss to purchase or otherwise invest in Replacement Collateral:
Replacement Collateral. In the event Debtor requests and the Secured Parties gives his written consent to the sale or other disposition of the Collateral, Debtor shall, prior to said sale or disposition, deposit with the Escrow Agent additional Collateral, specifically subject to this Agreement, so as to fully comply with the provisions of Section I and Section II hereof.
Replacement Collateral. The Company may, at any time during the term of this Agreement, choose to substitute $800,000.00 pursuant to the terms of the Stock Pledge Agreement, as replacement collateral for the collateral as described in Section 1.
Replacement Collateral. On or before any Exercise Date, ET Gas shall have the right to provide cash (or other collateral meeting the requirements of the Master Netting Agreement, the ISDA Agreement and the Underlying Master Agreements) in replacement for the Pipeline Capacity, in whole or in part, and ET Gas shall be entitled to direct ENA to release, and ENA shall release, to ET Gas and/or the Designee a volume of Pipeline Capacity for which the Spread Value is not more than the value of the substitute collateral. Such release shall be effective beginning the first gas day of the next following calendar month for the remaining term of the Pipeline Capacity that is being released. ET Gas and/or the Designee, on the one hand, and ENA, on the other hand, shall each take such actions as are reasonably necessary to effectuate the release of the Pipeline Capacity (including without limitation all action reasonably necessary to instruct El Paso to release the Pipeline Capacity to ET Gas or the Designee for the relevant time period and the relevant volume). A Pipeline Capacity release under this Section 7 shall be permanent and without further right of any kind to ENA or the other Enron Parties.
Replacement Collateral. So long as no Default or Event of Default exists and is continuing under this Agreement or the Credit Facility Documents, upon the Operating Partnership's written request, the Majority Lenders will consider (but shall have no obligation to permit) releasing the Collateral provided that the Operating Partnership (a) offers replacement collateral acceptable to the Majority Lenders, in their sole discretion, (b) provides to the Administrative Agent and the Lenders all materials requested by the Lenders to permit the Lenders to conduct a due diligence review and evaluation of the proposed replacement collateral, (c) executes all documents and agreements requested by the Majority Lenders to grant to the Administrative Agent, for the benefit of the Lenders, a first priority, perfected pledge of and security interest in such replacement collateral, and (d) pays to the Administrative Agent for the benefit of Lenders all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and Lenders (including, without limitation, reasonable legal fees and expenses) incurred in connection with effecting the replacement of the Collateral.
