Substitution and Replacement of Collateral Clause Samples

Substitution and Replacement of Collateral. Upon Request, the Trustee shall, at any time and from time to time, execute and deliver a release of all the right and interest of the Trustee in and to any of the Units of Collateral as provided herein; provided, however, that, at the option of the Company, (a) there shall be paid to the Trustee cash in an amount not less than the Value, as of the date of such Request, of the Units of Collateral to be released by the Trustee or (b) there shall be conveyed to the Trustee, at the time of release of any Units of Collateral, other Units of Equipment and of a Value not less than the Value, as of the date of such Request, of the Units of Collateral to be released. At the time of delivery of any Request pursuant to the first paragraph of this Section 4.4, the Company shall, if other Equipment is to be conveyed to the Trustee in substitution for the Collateral to be released by the Trustee, deliver to the Trustee the following papers: (a) an Officers' Certificate stating (i) the Value, as of the date of said Request, of the Collateral so to be released by the Trustee and the date such Collateral was first put into use (or that such Collateral was first put into use not later than a specified date), (ii) that the requested release by the Trustee will not impair the security under this Indenture in contravention of the provisions hereof, (iii) the Value of such substituted Equipment as of such date and the date such substituted Equipment was first put into use (or that such substituted Equipment was first put into use not earlier than a specified date), (iv) that each such unit so to be substituted is Equipment as herein defined and (v) that the Company is not in Default; (b) an Opinion of Counsel to the effect that a proper supplement hereto in respect of each substituted unit of Collateral has been duly executed by the Trustee and the Company as required by Section 10.1 and to the effect set forth in the second paragraph of Section 5.7; and (c) if the Cost of the Collateral to be released by the Trustee, less 1/20th of such Cost for each full year elapsed between the date such Collateral was first put into use (as previously so certified) and the date as of which the Value thereof is to be determined hereunder, plus the Cost of all other Collateral with respect to a particular Series of Notes so released within the prior twelve months, less 1/20th of such Cost for each full year elapsed between the date such other Collateral was first put into use (as previously ...
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Substitution and Replacement of Collateral. 6.1. In the event that ABC is required or elects to propose substitute or replacement collateral in satisfaction of its obligations under this agreement, at the time ABC advises XYZ of the identity of the proposed substitute or replacement collateral, it also shall advise XYZ of: (a) the identity and ABC's estimation of the value of the collateral which will be replaced or for which the proposed collateral will substitute; and (b) the source, manufacturer, cost or purchase price, date of purchase and ABC's estimation of the value of the proposed substitute or replacement collateral. 6.2. If XYZ should not concur in ABC's valuation of the collateral which will be replaced or substituted for or if XYZ should not concur in ABC's valuation of the proposed substitute or replacement collateral, it shall notify ABC of such disagreement within days of the date on which it was given the information required by Section 6.1 of this agreement. 6.3. In the event that there is a disagreement concerning valuation, XYZ and ABC agree to hold discussions in a good-faith effort to resolve such disagreement. 6.4. In the event that ABC and XYZ are unable to agree on the amount by which the collateral will be or has been reduced in value by ABC's activities or on the value of any proposed substitute or replacement collateral within days of the date on which XYZ notifies ABC of any such disagreement, such disagreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The costs of such arbitration shall be shared equally by the parties. The determination rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.
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Related to Substitution and Replacement of Collateral

  • Substitution of Collateral A Fund may substitute securities for any securities identified as Collateral by delivery to the Custodian of a Pledge Certificate executed by such Fund on behalf of the applicable Portfolio, indicating the securities pledged as Collateral.

  • Removal of Collateral Grantor shall keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts, the records concerning the Collateral) at Grantor's address shown above, or at such other locations as are acceptable to Lender. Except in the ordinary course of its business, including the sales of inventory, Grantor shall not remove the Collateral from its existing locations without the prior written consent of Lender. To the extent that the Collateral consists of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of California, without the prior written consent of Lender.

  • Assignment of Collateral There is no material collateral securing any Mortgage Loan that has not been assigned to the Purchaser.

  • Collateral Protection Expenses Preservation of Collateral (a) If an Event of Default shall have occurred and be continuing, the Agent may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. Each Grantor agrees to reimburse the Agent on demand for any and all expenditures so made. The Agent shall have no obligation to any Grantor to make any such expenditures, nor shall the making thereof relieve any Grantor of any default. (b) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by such Grantor thereunder. The Agent shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent of any payment relating to any of the Collateral, nor shall the Agent be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent may be entitled at any time or times. The Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Sections 9-207 and 9-208 of the UCC or otherwise, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account. (c) Each Grantor shall, to the extent reasonably necessary to preserve and maintain the Intellectual Property Collateral and the interest of the Agent therein, diligently pursue legal or other action to enforce the Intellectual Property Collateral and any licenses thereof.

  • Preservation of Collateral Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.