Common use of Replacement Collateral Clause in Contracts

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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 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.