Substitute Collateral. A Holder may have the OP Units and/or REIT Shares that are subject to the Indemnification Holdback Escrow and/or the Transfer Tax Indemnity released by Agent by posting either (i) cash collateral or (ii) a letter of credit in form and substance acceptable to the applicable PGI Party (“Substitute Collateral”).
(i) Any Substitute Collateral posted with respect to the Indemnification Holdback Escrow shall be (i) posted with Agent pursuant to the Escrow Agreement; (ii) be in an amount equal to all or a portion of the IPO Consideration such Holder seeks to have released from escrow and (iii) the number of REIT Shares and/or OP Units that shall be released shall be equal to (x) the amount of the Substitute Collateral posted divided by (y) the Value of a REIT Share on the date Agent receives the Substitute Collateral, rounded up to the nearest whole number.
(ii) Any Substitute Collateral posted with respect to the transfer tax indemnity shall be (i) posted with the applicable PGI Party; and (ii) in an amount equal to 100% of the Holder’s share of the indemnification obligations for transfer tax payment that would be payable upon the transfer of such Holder’s REIT Shares and/or OP Units prior to the expiration of the applicable transfer tax indemnity period as reasonably determined by such PGI Party; and after the posting of such Substitute Collateral, all of such Holder’s REIT Shares and/or OP Units shall be released by Agent from the applicable Restrictive Legend.
Substitute Collateral. With prior written consent of Bank, other Collateral may be substituted for the original Collateral herein in which event all rights, duties, obligations, remedies and security interests provided for, created or granted shall apply fully to such substitute Collateral. INSPECTION, BOOKS AND RECORDS. Debtor will at all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. Bank, or any of its agents, shall have the right, at intervals to be determined by Bank and without hindrance or delay, to inspect, audit, and examine the Collateral and to make extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral, Debtor's business or any other transaction between the parties hereto. Debtor will at its expense furnish Bank copies thereof upon request. CROSS COLLATERALIZATION LIMITATION. As to any other existing or future consumer purpose loan made by Bank to Debtor, within the meaning of the Federal Consumer Credit Protection Act, Bank expressly waives any security interest granted herein in Collateral that Debtor uses as a principal dwelling and household goods. ATTORNEY'S FEES AND OTHER COSTS OF COLLECTION. Debtor shall pay all of Bank's reasonable expenses incurred in enforcing this Agreement and in preserving and liquidating Collateral, including but not limited to, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.
Substitute Collateral. (a) The Company may, at its option, obtain a release of any of the Moveable Assets Collateral and the Trustee shall release and direct the Collateral Agent to release the related Collateral, provided that: 66
(i) the Company subjects other similar (that is performs the same functions with like capabilities) moveable assets related to or used or to be used in the Plant ("SUBSTITUTE COLLATERAL") to the Liens of the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by the Security Documents);
(ii) such Substitute Collateral has a fair market value greater than or equal to the fair market value of the Collateral to be released and the Substitute Collateral is not subject to Permitted Liens securing Indebtedness greater than any Permitted Liens with respect to the Moveable Assets Collateral to be released;
(iii) the Company delivers to the Trustee (or in case of clause (4) and (5) below, the Collateral Agent):
(1) an application of the Company requesting such substitution of Substitute Collateral for any of the Moveable Assets Collateral and describing the property to be so released and the property that is related to or used or to be used in the Plant to be substituted therefor;
(2) an Officer's Certificate (A) with respect to the matters set forth in paragraphs (i) through (iii) above and stating that all conditions precedent herein relating to the release and substitution of Collateral have been complied with, provided that matters set forth in paragraph (ii) may be an opinion of the Officer; PROVIDED that the Officer's Certificate shall also be signed, in the case of clause (ii) by an Independent Appraiser; and (B) stating that any Lien on the Substitute Collateral prior to the Liens of the Security Documents on the Substitute Collateral are Liens of the character which, under the provisions of this Indenture, the Collateral Agency Agreement and the Security Documents, are permitted to be prior to the Liens of the Security Documents;
(3) an Opinion of Counsel substantially to the effect (subject to customary exceptions) that (A) either (x) such instruments of conveyance, assignment and transfer as have been or are then delivered to the Collateral Agent are sufficient to subject all the right, title and interest of the Company in and to the Substitute Collateral to the Liens of the applicable Security Documents (y) no instruments of conveyance, assignment or transfer are necessary for such purpose, (B) the Compa...
Substitute Collateral. On or before the Defeasance Closing Date, Borrower shall deliver to Lender a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion (the “Pledge Agreement”), creating a first priority perfected security interest in favor of Lender in substitute collateral constituting an Investment Security (the “Substitute Collateral”). The Pledge Agreement shall provide Borrower’s authorization and direction that all interest on, principal of and other amounts payable with respect to the Substitute Collateral shall be paid directly to Lender to be applied to Mortgage Payments due under the Base Facility Note subject to Defeasance. If the Substitute Collateral is issued in a certificated form and Borrower has possession of the certificate, the certificate shall be endorsed (either on the certificate or on a separate writing attached thereto) by Borrower as directed by Lender and delivered to Lender. If the Substitute Collateral is issued in an uncertificated form, or in a certificated form but Borrower does not have possession of the certificate, Borrower shall execute and deliver to Lender all documents and instruments required by Lender to create in Lender’s favor a first priority perfected security interest in such Substitute Collateral, including a securities account control agreement or any other instrument or document required to perfect a security interest in each Substitute Collateral.
Substitute Collateral. With the prior written consent of the Secured Party, other Collateral may be substituted for the original Collateral herein in which event all rights, duties, obligations, remedies and security interests provided for, created or granted hereunder shall apply fully to such substitute Collateral.
Substitute Collateral. With the passage of time, the Property may no longer be suitable for the Program, and it might be necessary for the Agency to secure an alternate property for the Program. Consequently, if the Agency notifies the County that it wishes to purchase another property in Boulder County to replace the Property, and the County determines in its sole discretion that the new Property is sufficient to protect the County’s interests, the County will release the Deed of Trust recorded against the Property and the Parties will replace such instrument with a new deed of trust or other security instrument acceptable to the County in its sole discretion, to be recorded against the substitute property to secure the Agency’s obligations through the remainder of the Funding Agreement Term. Notwithstanding anything to the contrary herein, the Agency may assign its rights and obligations under this Funding Agreement pursuant to §25(A).
Substitute Collateral. 66 SECTION 12.08
Substitute Collateral. On or before the Defeasance Closing --------------------- Date, Borrower shall deliver to Lender a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion (the "Pledge Agreement"), creating a first priority ---------------- perfected security interest in favor of Lender in substitute collateral constituting an Investment Security (the "Substitute ---------- Collateral"
Substitute Collateral. So long as no Event of Default shall have occurred and be continuing, the Issuer may, at its option and at any time, upon notice to the Indenture Trustee and the Rating Agency, elect to substitute cash or U.S. Treasury STRIPS for the Installment Note and the Letter of Credit as Indenture Collateral (a “Collateral Substitution”), provided that (x) such Collateral Substitution shall satisfy the Rating Agency Condition and (y) the Issuer shall:
(i) irrevocably deposit with the Trustee cash or U.S. Treasury STRIPS (the “Substitute Collateral”), or a combination thereof, in such amounts sufficient without consideration of any reinvestment or interest, in the written opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of and interest on the Outstanding Notes to the Maturity Date;
(ii) Grant a security interest on the Substitute Collateral pursuant to a supplement to this Indenture in favor of the Indenture Trustee on behalf of the Holders and take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Holders, a first priority, perfected security interest in the Indenture Collateral including the Substitute Collateral;
(iii) make the representations and warranties set forth in Section 3.19(j) (except for those set forth in clause (ii) thereof) with respect to the Substitute Collateral as of the date of such substitution; and
(iv) deliver to the Indenture Trustee an Officer’s Certificate and Opinion of Counsel stating that such substitution is authorized and permitted under the Indenture. Such Substitute Collateral shall thereafter be deemed Indenture Collateral for all purposes under this Indenture and subject to all of the terms and conditions hereof, including, without limitation, Section 3.06. Upon receipt of the Substitute Collateral and satisfaction of the conditions set forth in this Section 4.07, the Indenture Trustee shall promptly release its security interest in the Installment Note and the Letter of Credit and, at the expense of the Issuer, promptly return such Installment Note and Letter of Credit and execute such other documentation reasonably required by the Issuer to evidence such termination of the Indenture Trustee’s security interest therein. The Issuer shall thereafter be permitted to distribute, dividend or transfer the Installment Note and the Letter of Credit to the Member or otherwise dispose of the Installment Note and the Letter of ...
Substitute Collateral. Debtor shall be entitled at any time, and from time to time, to substitute any of the following, in form and substance reasonably acceptable to Coral, as substitute collateral for the Collateral: (a) a cash deposit in an amount equal to Twenty-Five Million Dollars ($25,000,000.00); (b) an irrevocable letter of credit in a face amount equal to Twenty-Five Million Dollars ($25,000,000.00), issued by a U.S. commercial bank or the U.S. branch of a foreign bank, with such bank having a credit rating of at least A- from the Standard & Poor’s Rating Group (a division of XxXxxx-Xxxx, Inc.) or its successor, or a rating of at least A3 from Xxxxx’x Investor Services, Inc. or its successor, or (c) such other form of collateral security as Coral and Debtor may mutually agree upon. Upon completion of any such substitution of collateral, the substitute collateral shall become the “Collateral” hereunder, and Coral shall release, return, surrender, and otherwise terminate any security interest granted hereunder in, the property or instruments previous serving as “Collateral” hereunder.
