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use the newly purchased semiconductor packaging or testing equipment (hereafter “New Subject Matter”) to replace the outdated or damaged subject matter of the chattel mortgage (hereafter “Old Subject Matter”).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. 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. Debtor shall not sell or replace any item or part of the Collateral without the prior written consent of Secured Party.
Replacement of Collateral. 15.2.1 The Purchasers shall use their reasonable endeavors to procure with effect as of Closing or, to the extent not procured by Closing, within a reasonable period after Closing, the full and unconditional release, including by way of cash deposit or in any other suitable manner, of the Sellers and their Affiliates from all obligations and liabilities relating to the guarantees, comfort letters and security interests exclusively as listed in Exhibit 15.2 which the Sellers or any of their Affiliates, or any third party on behalf of any of the Sellers or their Affiliates, has provided prior to the Closing Date in favor of or on behalf of any of the Movianto Companies (“Collateral”).
15.2.2 The Sellers or any of their Affiliates shall procure that any Collateral shall be kept in place after Closing until the Purchasers have completed the replacement of such Collateral.
15.2.3 In addition to Purchasers’ obligations under Section 15.2.1, the Purchasers shall, with effect as of the Closing Date, indemnify and hold harmless the Sellers and their Affiliates from any obligations and liabilities to any third party arising under or in connection with such Collateral and all damages and losses actually suffered in connection therewith.
Replacement of Collateral. The Assignor, at its own cost and expense, shall promptly replace all Collateral as to which an Event of Loss has occurred, provided Assignee makes insurance or other proceeds, if any, payable on account of such Event of Loss available to Assignor to make such replacement. All such replacements shall be free and clear of all Liens in favor of any Person and shall be in as good operating condition as, and shall have performance and durability characteristics and a value and utility at least equal to, the Collateral replaced assuming such replaced Collateral were in the condition and repair required to be maintained under subsection 6.4 hereof.
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).
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. Except for Permitted Dispositions (as defined in the Loan Agreement), Borrower 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 Lender’s prior written consent, remove from the Premises or the Improvements any fixtures or personalty covered by this Security Instrument unless the same is replaced by Borrower with an article of equal suitability and value when new, owned by Borrower free and clear of any lien or security interest (other than Permitted Liens).
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. 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.
