Common use of Substitution of Collateral Clause in Contracts

Substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of such Obligor's Collateralized Equity Contracts on the Purchase Date, such Obligor may obtain release of his Collateral (including the cash proceeds of such Collateral) from the security interest and pledge granted in the Collateral Agreement to the Equity Contract Agent on behalf of the Corporation by delivering to the Equity Contract Agent in substitution therefor Collateral of the kind and value required by Section 7.01 equal to the value (as so determined) of the Collateral (including the amount of any cash proceeds thereof) to be released. Upon receipt of such substitute Collateral, the Equity Contract Agent shall make a notation of each substitution on the Collateral Agreement pursuant to which the collateral to be released was pledged and shall return the Collateral (including any cash proceeds thereof) released as a result of such substitution. No service charge will be made by the Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any such Obligor's Collateralized Equity Contracts on the Purchase Date, the amount of any cash at any time included in this Collateral resulting from payment at maturity of any Eligible Government Obligations, shall, pursuant to written instructions received by the Equity Contract Agent from such Obligor accompanied by reasonable transaction fees and other expenses as determined by the Equity Contract Agent, be invested, to the extent reasonably practicable, by the Equity Contract Agent in one or more other Eligible Government Obligations, as specified by such Obligor in said instructions. Notwithstanding the provisions of Section 7.02, in the event any such cash shall be so invested, after the Equity Contract Agent shall have purchased such obligations for such Obligor, the Equity Contract Agent promptly shall remit to the Obligor any excess cash Collateral held by the Equity Contract Agent as collateral security for such Obligor's Collateralized Equity Contracts.

Appears in 2 contracts

Samples: Collateral Agreement (First Shares Bancorp Inc), Collateral Agreement (First Shares Bancorp Inc)

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Substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of such Obligor's Collateralized Equity Contracts on the Purchase Date, such Obligor may obtain release of his Collateral (including the cash proceeds of such Collateral) from the security interest and pledge granted in the Collateral Agreement to the Equity Contract Agent on behalf of the Corporation by delivering to the Equity Contract Agent in substitution therefor Collateral of the kind and value required by Section 7.01 equal to the value (as so determined) of the Collateral (including the amount of any cash proceeds thereof) to be released. Upon receipt of such substitute Collateral, the Equity Contract Agent shall make a notation of each substitution on the Collateral Agreement pursuant to which the collateral to be released was pledged and shall return the Collateral (including any cash proceeds thereof) released as a result of such substitution. No service charge will be made by the Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any such Obligor's Collateralized Equity Contracts on the Purchase Date, the amount of any cash at any time included in this Collateral resulting from payment at maturity of any Eligible Government Obligations, shall, pursuant to written instructions received by the Equity Contract Agent from such Obligor accompanied by reasonable transaction fees and other expenses as determined by the Equity Contract Agent, be invested, to the extent reasonably practicable, by the Equity Contract Agent in one or more other Eligible Government Obligations, as specified by such Obligor in said instructions. Notwithstanding the provisions of Section 7.026.2 of this Agreement, provided no Event of Default shall have occurred and be continuing, the Borrower may elect to substitute for certain of the Collateral (the "Released Collateral") substitute Collateral of the same type as the Released Collateral (the "Substitute Collateral") as Collateral for the Loan (a "Substitution"), provided further that each of the following conditions precedent shall be satisfied: The Borrower shall deliver to Lender with respect to the Substitute Collateral, if required by Lender, (i) a new promissory note, loan agreement, environmental indemnity agreement, mortgage/deed of trust, security agreement, UCC-1 financing statements, and such other loan documents, including, without limitation, guaranties and opinions of counsel, as Lender may require with respect to the Substitute Collateral, and (ii) if the Substitute Collateral consists of real property, a mortgagee title insurance policy and an ALTA survey acceptable to Lender in all respects; The Borrower shall pay all costs and expenses of Lender in connection with the Substitution and cooperate fully with Lender in connection with all due diligence conducted by Lender in connection with the Substitute Collateral, and the Substitute Collateral shall be subject to, among other things, the underwriting guidelines and requirements of Lender as well as the review and approval by Lender, in its discretion, of the event any such cash Substitute Collateral; The then current value of the Substitute Collateral as determined by Lender pursuant to an appraisal or valuation obtained by Lender at Borrower's cost and expense shall be so investedequal to or greater than the value of the Released Collateral as determined by Lender at the time of the closing of the Loan; Lender must be satisfied, after in its absolute and sole discretion, that the Equity Contract Agent shall have purchased such obligations Borrower is able to satisfy and comply with the provisions of all covenants set forth in the Loan Documents, including, without limitation, the covenants set forth in Section V of this Agreement, on an ongoing basis when the Substitute Collateral is pledged in lieu of the Released Collateral, and that the Cash Flow Coverage Ratio computed solely with respect to the Substitute Collateral (and any existing Collateral that will not constitute Released Collateral) for the period of two consecutive fiscal years most recently ended equals or exceeds the computed Cash Flow Coverage Ratio solely with respect to the Released Collateral (and any existing Collateral that will not constitute Released Collateral) for such Obligorperiod; The Borrower shall provide evidence to Lender, which evidence must be satisfactory to Lender, that each rating agency which has rated bonds or other securities issued by an entity which holds the Equity Contract Agent promptly shall remit to Loan or an interest in the Obligor any excess cash Collateral held by Loan has determined that such Substitution will not result in the Equity Contract Agent as collateral security for qualification, downgrade or withdrawal of the ratings of such Obligor's Collateralized Equity Contractsbonds or other securities.

Appears in 1 contract

Samples: Credit Agreement (Moore Handley Inc /De/)

Substitution of Collateral. So long as an Obligor is not At any time after the Release Date but prior to the Optional Prepayment Date, upon satisfaction of the following conditions, Lender shall, in default in respect the case of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of the Parcels permit Borrower to substitute a different property (a "Replacement Parcel") for an original Parcel (the "Replaced Parcel"), and following such Obligor's Collateralized Equity Contracts on substitution, Lender shall release the Purchase Date, such Obligor may obtain release of his Collateral (including the cash proceeds of such Collateral) Mortgages and any other Loan Documents from the security interest and pledge granted in Replaced Parcel: (i) the Collateral Agreement to the Equity Contract Agent on behalf sum of the Corporation by delivering to Allocated Loan Amount for the Equity Contract Agent in substitution therefor Collateral of proposed Replaced Parcel and the kind and value required by Section 7.01 equal to the value Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed Fifty Percent (as so determined50%) of the Collateral (including the amount of any cash proceeds thereofthe Loan; (ii) no Event of Default shall have occurred and be continuing with respect to be released. Upon receipt of the Loan; (iii) the Borrower amends the Note and the other Loan Documents and executes such substitute Collateralother documentation as Lender, the Equity Contract Agent Servicer, or a Rating Agency may require to evidence the addition of the Replacement Parcel as collateral for the Loan and to confirm the enforceability of the Loan Documents; (iv) Lender receives a Qualified Survey for the Replacement Parcel; (v) Lender approves the status of title to the Replacement Parcel and obtains a Qualified Title Insurance Policy for the Replacement Parcel; (vi) Lender receives such environmental, engineering, soil, and other property condition reports regarding the Replacement Parcel as Lender may require, all of which reports must be satisfactory to Lender; (vii) Lender shall make have received appraisals prepared in accordance with FIRREA which are satisfactory to Lender and which demonstrate that the fair market value of the Replacement Parcel equals or exceeds the fair market value of the Replaced Parcel; (viii) if the Replacement Parcel is a notation previously developed property, for the twelve month period prior to the transfer, the Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel; (vi) if the Replacement Parcel is a newly developed property, the projected annualized Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel for the twelve month period prior to the transfer; (ix) on a pro forma basis, for the twelve month period after the transfer, the Net Operating Income for the Replacement Parcel is projected to equal or exceed the Net Operating Income for the Replaced Parcel; (x) the Borrower confirms all warranties and representations contained in the Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xi) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xii) each substitution on the Collateral Agreement pursuant to which the collateral to Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be released was pledged and shall return the Collateral (including any cash proceeds thereof) released downgraded, qualified, or withdrawn as a result of such substitution. No service charge will be made by the Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any such Obligor's Collateralized Equity Contracts on the Purchase Date, the amount of any cash at any time included in this Collateral resulting from payment at maturity of any Eligible Government Obligations, shall, pursuant to written instructions received by the Equity Contract Agent from such Obligor accompanied by reasonable transaction fees and other expenses as determined by the Equity Contract Agent, be invested, to the extent reasonably practicable, by the Equity Contract Agent in one or more other Eligible Government Obligations, as specified by such Obligor in said instructions. Notwithstanding the provisions of Section 7.02, in the event any such cash shall be so invested, after the Equity Contract Agent shall have purchased such obligations for such Obligor, the Equity Contract Agent promptly shall remit to the Obligor any excess cash Collateral held by the Equity Contract Agent as collateral security for such Obligor's Collateralized Equity ContractsReplacement Parcel.

Appears in 1 contract

Samples: Loan Agreement (Banyan Strategic Realty Trust)

Substitution of Collateral. So long as an Obligor is not At any time after the Release Date but prior to the Optional Prepayment Date, upon satisfaction of the following conditions, Lender shall, in default in respect the case of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of the Parcels permit Borrower to substitute a different property (a "Replacement Parcel") for an original Parcel (the "Replaced Parcel"), and following such Obligor's Collateralized Equity Contracts on substitution, Lender shall release the Purchase Date, such Obligor may obtain release of his Collateral (including the cash proceeds of such Collateral) Mortgage and any other Loan Documents from the security interest and pledge granted in Replaced Parcel: (i) the Collateral Agreement to the Equity Contract Agent on behalf sum of the Corporation by delivering to Allocated Loan Amount for the Equity Contract Agent in substitution therefor Collateral of proposed Replaced Parcel and the kind and value required by Section 7.01 equal to the value Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Percent (as so determined100%) of the Collateral (including the amount of any cash proceeds thereofthe Loan; (ii) no Event of Default shall have occurred and be continuing with respect to be released. Upon receipt of such substitute Collateralthe Loan; (iii) the Borrower amends this Agreement, the Equity Contract Agent Note and the other Loan Documents and executes such other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition of the Replacement Parcel as collateral for the Loan and to confirm the enforceability of the Loan Documents; (iv) Lender receives a Qualified Survey for the Replacement Parcel; (v) Lender approves the status of title to the Replacement Parcel and obtains a Qualified Title Insurance Policy for the Replacement Parcel; (vi) Lender receives such environmental, engineering, soil, and other property condition reports regarding the Replacement Parcel as Lender may require, all of which reports must be satisfactory to Lender; (vii) Lender shall make have received appraisals prepared in accordance with FIRREA which are satisfactory to Lender and which demonstrate that the fair market value of the Replacement Parcel equals or exceeds the fair market value of the Replaced Parcel; (viii) if the Replacement Parcel is a notation previously developed property, for the twelve month period prior to the transfer, the Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel; (ix) if the Replacement Parcel is a newly developed property, the projected annualized Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel for the twelve month period prior to the transfer; (x) on a pro forma basis, for the twelve month period after the transfer, the Net Operating Income for the Replacement Parcel is projected to equal or exceed the Net Operating Income for the Replaced Parcel; (xi) the Borrower confirms all warranties and representations contained in the Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiii) each substitution on the Collateral Agreement pursuant to which the collateral to Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be released was pledged and shall return the Collateral (including any cash proceeds thereof) released downgraded, qualified, or withdrawn as a result of such substitution. No service charge will be made by the Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any such Obligor's Collateralized Equity Contracts on the Purchase Date, the amount of any cash at any time included in this Collateral resulting from payment at maturity of any Eligible Government Obligations, shall, pursuant to written instructions received by the Equity Contract Agent from such Obligor accompanied by reasonable transaction fees and other expenses as determined by the Equity Contract Agent, be invested, to the extent reasonably practicable, by the Equity Contract Agent in one or more other Eligible Government Obligations, as specified by such Obligor in said instructions. Notwithstanding the provisions of Section 7.02, in the event any such cash shall be so invested, after the Equity Contract Agent shall have purchased such obligations for such Obligor, the Equity Contract Agent promptly shall remit to the Obligor any excess cash Collateral held by the Equity Contract Agent as collateral security for such Obligor's Collateralized Equity ContractsReplacement Parcel.

Appears in 1 contract

Samples: Loan Agreement (Banyan Strategic Realty Trust)

Substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of such Obligor's Collateralized Equity Contracts on the Purchase Date, such Obligor may obtain release of his Collateral (including the cash proceeds of such Collateral) from the security interest and pledge granted in the If Lessee has delivered a Cash Collateral Agreement and Cash Collateral at the Closing Date or has during the Term (subject to the Equity Contract Agent on behalf provisions of the Corporation by delivering to the Equity Contract Agent in substitution therefor Collateral of the kind and value required by this Section 7.01 equal to the value (as so determined7.1(c)) of the Collateral (including the amount of any cash proceeds thereof) to be released. Upon receipt of such substitute Collateral, the Equity Contract Agent shall make has substituted a notation of each substitution on the Cash Collateral Agreement pursuant to which the collateral to be released was pledged and shall return the Cash Collateral (including any cash proceeds thereof) released as for a result Letter of such substitution. No service charge will be made by the Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any such Obligor's Collateralized Equity Contracts on the Purchase DateCredit, the amount of any cash Lessee may at any time included thereafter during the Term so long as no Potential Lease Default exists under any of the Operative Documents substitute a new Letter of Credit in place of such Cash Collateral Agreement and Cash Collateral on ten (10) Business Days prior written notice to Lessor and Agent. If at the Closing Date or at any time during the Term Lessee has delivered a Letter of Credit to Lessor in satisfaction of Lessee's obligations under this Collateral resulting from payment at maturity Section 7.1, not later than twenty (20) Business Days before expiration of any Eligible Government Obligations, shall, pursuant such Letter of Credit Lessee shall deliver to written instructions received by the Equity Contract Agent from such Obligor accompanied by reasonable transaction fees and other expenses as determined by the Equity Contract Agent, be invested, to the extent reasonably practicable, by the Equity Contract Agent in one or more other Eligible Government Obligations, as specified by such Obligor in said instructionsLessor a replacement Letter of Credit. Notwithstanding the provisions immediately preceding sentence, if at the Closing Date or at any time during the Term Lessee has delivered a Letter of Credit to Lessor in satisfaction of Lessee's obligations under this Section 7.027.1, in Lessee may replace such Letter of Credit with Cash Collateral under and pursuant to a Cash Collateral Agreement delivered to Agent not later than one hundred twenty (120) days before expiration of such Letter of Credit; however, during such one hundred twenty (120) day period, Agent will have the event any benefit of both the Cash Collateral and the Letter of Credit to be replaced, and if bankruptcy or other legal proceedings are instigated or continued by or against Lessee during such cash shall period, leaving Agent unsure whether the pledge of the Cash Collateral will be so investedeffective to secure Lessee’s Obligations, after the Equity Contract then Agent shall have purchased may draw upon such obligations for such Obligor, the Equity Contract Agent promptly shall remit Letter of Credit before it expires. Any failure of Lessee to deliver either (i) a replacement Letter of Credit at least twenty (20) Business Days prior to the Obligor any excess cash expiration of an existing Letter of Credit or (ii) Cash Collateral held by pledged pursuant to such a Cash Collateral Agreement at least one hundred twenty (120) days prior to the Equity Contract expiration of an existing Letter of Credit will constitute a Lease Event of Default, whereupon Agent as collateral security for such Obligor's Collateralized Equity Contractsor Lessor may immediately draw upon the existing Letter of Credit.

Appears in 1 contract

Samples: Participation Agreement (Quantum Corp /De/)

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Substitution of Collateral. So long Unless an Event of Default has occurred and is continuing, the Company shall have the option (exercisable by giving the Trustee written notice, herein referred to as an Obligor is a “Substitution Notice,” of the Company’s election to exercise such option not in default in respect less than ten (10) calendar days prior to the date of his obligation to furnish additional Collateral substitution pursuant to Section 7.03 hereof such option) to substitute (herein referred to as a “Substitution”) one or more containers, vehicle transport modules® and/or chassis (collectively, the “Substitution Collateral”) for Containers, VTMs and/or Chassis (collectively, the “Existing Collateral”) that constitute Collateral hereunder, with such substitution to purchase become effective on the Shares covered by any date specified in such Substitution Notice (the “Substitution Date”). The Substitution Notice shall (i) describe the proposed Substitution; (ii) specify the fair market value of both the Existing Collateral and the Substitution Collateral within sixty (60) days of such Obligor's Collateralized Equity Contracts Substitution Notice (the “Valuation Date”); (iii) state that the fair market value of the Substitution Collateral is equal to or greater than the Existing Collateral; and (iv) state that the Substitution will not interfere with the Trustee’s ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral. Contemporaneously with the delivery of the Substitution Notice, the Company shall deliver to the Trustee (a) an Officer’s Certificate stating that (i) the Substitution (A) does not include any assets other than the Substitution Collateral, and (B) complies with the terms and conditions of the Indenture and this Agreement, including, without limitation, the provisions of this Section 4.04; (ii) there is no Default in existence or continuing on the Purchase date thereof, the Valuation Date, such Obligor may obtain release or the Substitution Date; (iii) the Substitution will not result in a Default or an Event of his Collateral Default; (including the cash proceeds of such Collateraliv) from the security interest and pledge granted all conditions precedent in the Collateral Indenture and this Agreement relating to the Equity Contract Agent on behalf of the Corporation by delivering to the Equity Contract Agent in substitution therefor Collateral of the kind and value Substitution have been complied with; (b) all documentation required by the TIA (including, without limitation, Section 7.01 equal to the value (as so determined314(d) of the Collateral TIA) prior to the proposed Substitution; and (including c) all documentation (including, without limitation, any necessary or appropriate Uniform Commercial Code financing statements or amendments thereto, together with a supplement to this Agreement in form and substance satisfactory to the amount Trustee providing that, as of any cash proceeds thereof) to be released. Upon receipt of such substitute Collateral, the Equity Contract Agent shall make a notation of each substitution on the Collateral Agreement pursuant to which the collateral to be released was pledged and shall return the Collateral (including any cash proceeds thereof) released as a result of such substitution. No service charge will be made by the Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any such Obligor's Collateralized Equity Contracts on the Purchase Substitution Date, the amount of any cash at any time included in Substitution Collateral shall become Collateral under this Collateral resulting from payment at maturity of any Eligible Government Obligations, shall, pursuant to written instructions received Agreement) necessary or reasonably requested by the Equity Contract Agent from Trustee to grant to the Trustee a perfected first priority security interest in and Lien (subject only to Permitted Collateral Liens) on the Substitution Collateral. Upon the Company’s compliance with the foregoing provisions, effective as of the Substitution Date, at the expense (including payment of attorneys’ fees for the Trustee) of the Company (x) the Company shall execute such Obligor accompanied by reasonable transaction fees releases and other expenses documents as determined by the Equity Contract AgentCompany may reasonably request to release the Trustee’s Liens on the Existing Collateral, be invested, and (y) the Trustee shall take the steps necessary or appropriate to perfect the extent reasonably practicable, by Trustee’s security interest in the Equity Contract Agent in one or more other Eligible Government Obligations, as specified by such Obligor in said instructionsSubstitution Collateral. Notwithstanding the provisions foregoing, no substitution of Section 7.02, in the event any such cash Collateral shall be so invested, after permitted under this Section if the Equity Contract Agent shall have purchased fair market value of all Substitution Collateral for all such obligations for such Obligor, substitutions occurring since the Equity Contract Agent promptly shall remit to the Obligor any excess cash Collateral held by the Equity Contract Agent as collateral security for such Obligor's Collateralized Equity ContractsIssue Date exceeds $8,500,000.

Appears in 1 contract

Samples: Security Agreement (Trailer Bridge Inc)

Substitution of Collateral. So long (a) The Trust shall be permitted, from time to time, to withdraw Subject Shares from the Custody Account and the security interest under the Pledge Agreement, provided, however, that the Trust shall substitute therefor, in a manner and pursuant to agreements and arrangements reasonably satisfactory to the Company under which the Company shall have a perfected security interest therein subject to no prior liens or security interests other than liens and security interests theretofore applicable to the Subject Shares withdrawn prior to or concurrently with any such withdrawal, either (i) an amount in cash (the "CASH COLLATERAL") at least equal to the Minimum Required Amount or (ii) an equal number of Subject Shares (the number of Subject Shares from time to time so withdrawn, "WITHDRAWN SHARES"). The "MINIMUM REQUIRED AMOUNT" means 120% of the product of the fair market value of the assets comprising a Subject Share and the number of Withdrawn Shares. For purposes of the preceding sentence, the fair market value (i) of a share of Common Stock shall be the Current Market Price Per Common Share as an Obligor of the Determination Date or (ii) of any other publicly traded securities shall be deemed to be the average (weighted by trading volume) of the daily closing prices (as reported in The Wall Street Journal or other recognized source of financial information) of such securities on the principal securities exchange on which, or the principal securities market in which, such securities are traded during the 20 consecutive trading days immediately prior to such date and (iii) of any other assets, as determined in good faith by the Board of Directors of the Company. The required amount of Cash Collateral shall be recalculated weekly by the Custodian, which shall deliver promptly (by telecopier in accordance with Section 4.05) a written notice of such recalculation to the Trust (a "CUSTODIAN'S NOTICE"). Cash Collateral shall be remitted by the Custodian to, or additional Cash Collateral (or Subject Shares) which may be required shall be deposited in the Custody Account by, the Trust based upon the most recent Custodian's Notice, to the extent, but only to the extent, the value of the Cash Collateral is not in default greater or less than, as the case may be, the then current Minimum Required Amount. Any payment by or to the Trust shall be made on the second Business Day after the date of the Custodian's Notice. Any income in respect of his obligation to furnish additional the Cash Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of such Obligor's Collateralized Equity Contracts on the Purchase Date, such Obligor may obtain release of his Collateral (including the cash proceeds of such Collateral) from the security interest and pledge granted in the Collateral Agreement shall be paid to the Equity Contract Agent on behalf of the Corporation by delivering to the Equity Contract Agent in substitution therefor Collateral of the kind and value required by Section 7.01 equal to the value (as so determined) of the Collateral (including the amount of Trust; provided that any cash proceeds thereof) to such income shall be released. Upon receipt of such substitute Collateral, the Equity Contract Agent shall make a notation of each substitution on the Collateral Agreement pursuant to which the collateral to be released was pledged and shall return the Collateral (including any cash proceeds thereof) released as a result of such substitution. No service charge will be made retained by the Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any such Obligor's Collateralized Equity Contracts on the Purchase Date, the amount of any cash at any time included in this Collateral resulting from payment at maturity of any Eligible Government Obligations, shall, pursuant to written instructions received by the Equity Contract Agent from such Obligor accompanied by reasonable transaction fees and other expenses as determined by the Equity Contract Agent, be invested, Custodian to the extent reasonably practicable, by necessary to bring the Equity Contract Agent in one or more other Eligible Government Obligations, as specified by such Obligor in said instructions. Notwithstanding Trust into compliance with the provisions of this Section 7.02, 3.05. Cash Collateral may be invested only in the event any such cash shall be so invested, after the Equity Contract Agent shall have purchased such obligations for such Obligor, the Equity Contract Agent promptly shall remit to the Obligor any excess cash Collateral held by the Equity Contract Agent as collateral security for such Obligor's Collateralized Equity ContractsU.S. Government debt securities having a maturity of less than 90 days.

Appears in 1 contract

Samples: Contingent Stock Redemption Agreement (Limited Inc)

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