Replacement of Collateral Clause Samples
The Replacement of Collateral clause establishes the right and process for a party to substitute existing collateral with new collateral of equivalent value. In practice, this means that if a party wishes to replace posted collateral—such as cash or securities—they must ensure the replacement meets the agreed standards and is delivered in a timely manner, often subject to approval by the other party. This clause is essential for providing flexibility in collateral management, allowing parties to optimize their assets while maintaining the security interests of the agreement.
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Replacement of Collateral. During the duration of this Syndicated Loan, if the Borrower needs to replace the old equipment in order to enhance the technical level or if the subject matter of the chattel mortgage has been damaged beyond repair, the Borrower shall use the newly purchased semiconductor packaging or testing equipment (hereafter “New Subject Matter”) to replace the outdated or damaged subject matter of the chattel mortgage (hereafter “Old Subject Matter”). However, the replacement of the subject matter of the chattel shall comply with the following terms:
(1) The amount of the cash voucher for the New Subject Matter shall not be lower than that of the cash voucher for the Old Subject Matter.
(2) If the Borrower needs to change the amount of the subject matter (based on the amount of the cash voucher) with each item less than NT$100 million (NT$100,000,000) and if the cumulative amounts of the subject matters that the Borrower requested to change under the terms of this Paragraph are less than NT$500 million (NT$500,000,000), the Borrower shall obtain the written consent from the Facility Agent (the Lenders hereby authorize the Facility Agent the right to decide whether to approve the Borrower’s replacement request within this range without having to notify the Lenders or obtain approval from the Lenders). However, if the Borrower’s replacement request has exceeded the single amount or cumulative amounts mentioned above, a written consent from the Majority Lender is required before the replacement can be executed. Table of Contents
(3) In terms of the subject matter of the chattel mortgage approved by the Facility Agent and the Majority Lenders, the Borrower shall process the creation of first rank mortgage of the New Subject Matter identical to that of the Old Subject Matter as well as the insurance and insurance rights and interests transfer procedures pursuant to the relevant terms of this Agreement before requesting the Facility Agent to lift the mortgage creation for the cancellation of the Old Subject Matter (at this time, the Facility Agent shall lift the mortgage setting for the cancellation of the Old Subject Matter based on the item approved for replacement by the Facility Agent or the Majority Lenders). After the Borrower has completed the replacement of the subject matter of chattel mortgage pursuant to this term, the New Subject Matter after the replacement shall be regarded as part of the “Collateral” as defined by this Agreement.
Replacement of Collateral. Debtor shall not sell or replace any item or part of the Collateral without the prior written consent of Secured Party.
Replacement of Collateral. Effective upon the satisfaction of all conditions precedent set forth in Paragraph 4 below, all liens and security interests of McKesson in all of the personal property of Accentia will automatically be released; all Security Agreements and amendments and modifications thereto between Accentia and/or any of its subsidiaries and McKesson shall automatically terminate and McKesson shall file at the expense of Accentia UCC 3 termination statements in all locations where UCC financing statements were previously filed (the “Collateral Release and Termination of Security Agreements”). McKesson shall execute such additional documents as may be necessary to effect the Collateral Release and Termination of Security Agreements at the expense of Accentia. In consideration of the Collateral Release and Termination of Security Agreements, McKesson shall receive a duly perfected security interest of no less than first priority in 18,000,000 shares of common stock of Biovest International, Inc. (“BVTI”) owned by Accentia (the “Replacement Collateral” or the “BVTI Shares”). Should the value of the Replacement Collateral at any time fall below the unpaid amount of the Guaranteed Return, Accentia agrees to provide additional stock in BVTI or other collateral to McKesson (all of which shall be included in the definitions of “Replacement Collateral” and “BVTI Shares”) in an amount sufficient that the unpaid portion of the Guaranteed Return is fully secured by the Replacement Collateral. Should Accentia fail to do so, then McKesson may demand that Accentia redeem all the remaining Converted Stock still owned by McKesson and/or required to be delivered to McKesson at a price of $2.67 per share and if Accentia is unable to pay the amount thus demanded within three
Replacement of Collateral. 9.1 If a Consumer becomes in excess of ninety (90) days delinquent on any of the Consumer's obligations under the terms and conditions of his or her Contract and Related Documents, then with respect to such delinquent Contract, Developer shall immediately replace said delinquent Contract with another Contract for an amount equal to all sums due thereunder, including, but not limited to unpaid principal, accrued interest, plus any expenses of collection (including, but not limited to reasonable attorney's fees and court costs) as a result of said default by a Consumer as aforesaid.
9.2 [Intentionally Deleted]
9.3 All Transactions replaced by Developer shall be released from FMB's liens, at Developers' sole cost and expense.
9.4 No delay on the part of FMB or its assignees in exercising any rights hereunder or under the Contracts and Related Documents, nor in taking any action to collect or enforce payment of any Contract and/or Related Documents, shall operate as a waiver of any such rights or in any manner prejudice the rights of FMB or its assignee's rights against Developer hereunder. FMB may, without prejudice to any claim against Developer hereunder, at any time, or from time to time, in the sole discretion of FMB and without notice to the Developer: (a) sell any collateral held by FMB at public or private sale and/or purchase said collateral at said sale; and (b) settle or compromise with the Consumers any Contracts, or subordinate to the payment of any such Contracts of the Consumers or any other person, to the payment of any other debt which may be owing to FMB. In the event of the occurrence of 9.4 (a) or (b), without Developer's prior written permission, which permission shall not be unreasonably withheld or delayed, Developer shall be released from its replacement obligations as to those Contracts.
9.5 FMB shall at all times have the right to realize upon any collateral security relating to a defaulted Transaction and Developer's obligation to replace any such Transaction shall survive any such sale of the said collateral, if any.
9.6 Developer must at all times maintain a loan-to-value ratio of no more than __%. Thus, the value of all pledged Contracts that are not more than 90 days delinquent must always be at least ___% of the loan balance. This restriction is in addition to the collateral replacement provisions contained in the preceding provisions of this Article 9.
Replacement of Collateral. To keep the tangible personal property portion of the Collateral, all and singular, on the property where presently located and not to remove or permit same to be removed therefrom without the prior written consent of the Lender except that Borrower shall be entitled to dispose of such of the Collateral as has become unfit for continued use provided Borrower simultaneously replaces same with property of similar kind and for like use and provided the purchase price of any such replacement shall have been paid in full and provided that the lien of this Agreement shall continue upon any such replacement. To use reasonable care and diligence to preserve and keep the Collateral in good condition and not to permit or commit any waste, impairment or deterioration thereof and to use same only for the purpose for which same is now agreed upon to be used in connection with said improvements.
Replacement of Collateral. The Company will be entitled at any time to release and remove the charges on the Charged Shares and on the Shareholders’ Series C Bond Loans (as detailed in sections 6.6.2.3 and 6.6.2.4 above), in whole or in part, or to replace the charges on the Charged Shares and on the Shareholders’ Series C Bond Loans, in whole or in part, with bank guarantee/s and/or bank deposit/s and/or amounts in cash (including by way of a sale of the Charged Shares, in whole or in part, as stated in section 6.6.5.4 below) (the replacement of all the charges on the Charged Shares and on the Shareholders’ Series C Bond Loans with other collateral will be referred to hereinafter as “
Replacement of Collateral. If any of the Equipment shall be worn out, lost, stolen, destroyed, rendered permanently unfit for the intended use, or irreparably damaged, from any cause whatsoever, returned to the manufacturer pursuant to any patent indemnity or warranty settlement, or taken or requisitioned by condemnation or otherwise by any government agency, then the Debtor shall, at its option, within thirty (30) days of such event, either (i) grant to the Agent a lien on other similar railroad rolling stock (by its execution and delivery of the documents and instruments referred to in Section 3(c) and Section 7 hereof) which is Eligible Equipment and which has an Equipment Value at least equal to that of the Equipment substantially destroyed (or, in the case of the replacement of Used Equipment, an Equipment Value at least equal to that of the Used Equipment substantially destroyed), along with such evidence as to the Equipment Value of such additional rolling stock as requested by the Agent, or (ii) prepay the Notes so that after giving effect to such prepayment the amount outstanding under the Notes does not exceed the Loan-to-Value Amount, together with accrued and unpaid interest on such amount and any Breakage Amount or Increased Cost Amount, if applicable.
Replacement of Collateral. If a Pledged Mortgage is in default beyond applicable cure periods, Borrower shall promptly notify Lender.
Replacement of Collateral. If B▇▇▇▇▇▇▇, in B▇▇▇▇▇▇▇'s sound discretion, determines that any item of the Collateral has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary for the operation of the Property, Borrower may, at Borrower's expense, remove and dispose of it and substitute and install other items not necessarily having the same function, provided that such removal and substitution will not impair the operating utility and unity of the Premises. All substituted items will become a part of the Premises and subject to the lien of this mortgage. Any amounts received or allowed Borrower upon the sale or other disposition of the removed items of Collateral will be applied first against the cost of acquisition and installation of the substituted items.
Replacement of Collateral. Debtor will keep the Premises and the Improvements fully equipped, and will replace all worn out or obsolete Collateral with fixtures or personal property comparable thereto when new, and will not, without Secured Party's prior written consent, remove from the Premises or the Improvements any fixtures or personalty covered by this Instrument unless the same is replaced by Debtor with an article of equal suitability and value when new, owned by Debtor free and clear of any lien or security interest (other than Permitted Encumbrances and the lien and security interest created by this Instrument).