City Property All original documents, drawings, electronic media, and other materials prepared by CONTRACTOR pursuant to this Agreement immediately become the exclusive property of the CITY, and shall not be used by CONTRACTOR for any other purpose without the CITY’s prior written consent.
Access to Property, Property’s Management, Property Lender, and Property Tenants Potential Investor agrees to not seek to gain access to any non-public areas of the Property or communicate with Property’s management employees, the holder of any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownership of the Property, without the prior consent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.
Real Estate Collateral With respect to any real property (individually and collectively, the “Premises”) (a) owned in fee simple by the Borrower or any of the Guarantors on the date hereof, (b) acquired in fee simple by the Borrower or any Guarantor after the date hereof with a purchase price of greater than $1,000,000 or (c) leased by the Borrower or any of the Guarantors, which leasehold estate becomes Additional Leasehold Collateral (each a “Material Real Property”), within 60 days after the date hereof in the case of clause (a), within 90 days of the acquisition thereof in the case of clause (b) and, subject to the proviso of the definition of “Additional Leasehold Collateral”, within 90 days after receipt of the Administrative Agent’s request (at the direction of the Lenders in accordance with the definition of “Additional Leasehold Collateral”) to include such leasehold as additional Collateral in the case of clause (c): (i) the Borrower shall deliver to the Administrative Agent, as mortgagee, fully executed counterparts of Mortgages, each dated not later than 60 days after the date hereof or 90 days after the date of acquisition of such Material Real Property, as the case may be, duly executed by the Borrower or the applicable Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) the Borrower shall deliver to the Administrative Agent mortgagee’s title insurance policies (or marked up title insurance commitments having the effect of title insurance policies) in favor of the Administrative Agent, as mortgagee for the ratable benefit of the Secured Parties in an amount equal to 100% of the fair market value of the Premises purported to be covered by the related Mortgage, as estimated by the Borrower in good faith, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and shall be accompanied by evidence of the payment in full of all premiums thereon; and (iii) the Borrower shall deliver to the Administrative Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (A) an updated survey certification in favor of the Administrative Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (B) an affidavit from the Borrower and the Guarantors stating that there has been no change, other than, in each case, changes that do not materially adversely affect the use by the Borrower or Guarantor, as applicable, of such Premises for the Borrower or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises. Notwithstanding the foregoing, (i) the Borrower and the Guarantors shall not be required to pledge or grant any security interest in any Material Real Property if the cost of perfecting the lien exceeds the fair market value of such Material Real Property and (ii) so long as the Indenture is outstanding, the provisions of this Section 6.17 shall not apply with respect to any real property which has not been included as “Collateral” under the Indenture.
Equipment and Facilities For On-Site Courses, you will supply the facility and equipment as set forth at ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇. If Red Hat agrees to provide the training facilities and hardware, you will be liable for any loss or destruction of this equipment and hardware used in connection with the Training.
Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.