Substitute Collateral Clause Samples

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. ATTORNEYS' 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. 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. 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 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. (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: (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 Company ...

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. (a) The Borrower from time to time may, by written request to the Agent who shall promptly notify the Lenders, request that certain Potential Collateral owned by the Borrower be included as Collateral to secure the Obligations and for the purpose of increasing the Borrowing Base or replacing existing Collateral. Notwithstanding the foregoing, no Potential Collateral shall be included as Collateral unless and until the following conditions precedent shall have been satisfied: (i) such proposed collateral shall be a Qualifying Collateral Note; and (ii) the Borrower shall have executed and delivered to the Agent all Collateral Loan Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Potential Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretion. The Borrower acknowledges that the decision of all of the Lenders to grant or withhold their consent to the acceptance of additional or substitute Potential Collateral under this Section 5.4 shall be based entirely on such factors as the Lenders deem relevant in their sole discretion, including, without limitation, those enumerated in clauses (i) through (iii) hereinabove, and such consent may be granted or withheld solely at the discretion of all of the Lenders. The Agent shall have fifteen (15) days from the date of the receipt of all of the foregoing to advise the Borrower whether the Majority Lenders have approved the acceptance of such Potential Collateral as Collateral. (b) In connection with each such addition or substitution, the Borrower, within fifteen (15) days of the Borrower's request to add such assets to the Collateral, shall pay to the Agent for the account of the Lenders a review fee of $5,000.00 for each asset to be added to be split equally by the Lenders, without regard to their respective Commitment Percentages.

Substitute Collateral. See §5.3(d)(ii).