Substitution of Contracts Sample Clauses
The Substitution of Contracts clause allows the parties to replace an existing contract with a new one, effectively extinguishing the original agreement and establishing new terms and obligations. In practice, this clause is invoked when both parties agree that the original contract no longer suits their needs, and they wish to formalize a new arrangement without the risk of conflicting obligations. This mechanism ensures that all parties are clear about which contract governs their relationship, thereby preventing disputes over which terms apply and providing a clean transition from the old agreement to the new one.
POPULAR SAMPLE Copied 1 times
Substitution of Contracts. On any day prior to the occurrence of a Restricting Event, the Seller may, and upon the request of the Deal Agent shall, subject to the conditions set forth in this Section 2.16, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:
(a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each a "Replaced Contract");
(b) each Substitute Contract is an Eligible Contract on the date of substitution;
(c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the Capital Limit;
(d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced;
(e) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Contracts;
(f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract;
(g) the substitution of any Substitute Contract does not cause a Payout Event to occur; and
(h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers shall be deemed to rep...
Substitution of Contracts. 25 7.01 Substitution......................................................25 7.02
Substitution of Contracts. In lieu of payment of the Prepayment Amount with respect to the Contract, as provided in Section 9(b), (c) and (d) above, Debtor may offer Secured Party as a substitute a Contract ("Qualifying Contract") which has the same (or longer) term and the same or more favorable Payment requirements as the Contract to be prepaid, all as determined by Secured Party in Secured Party's sole and reasonable discretion. If Secured Party determines, in its discretion that such Contract is a Qualifying Contract and that the Obligor under the Qualifying Contract has an acceptable credit quality and Secured Party accepts such Qualifying Contract in substitution for the Contract to be prepaid (it being acknowledged that Secured Party shall have no obligation to accept such Qualifying Contract), then the substitution shall occur upon Debtor's execution and delivery to Secured Party of such documents as Secured Party shall reasonably request, including an Assignment, to collaterally assign to Secured Party all of Debtor's right, title and interest in the Qualifying Contract, the Payments arising thereunder and all related Obligor Guaranties, and a first priority perfected security interest in the Equipment related Collateral, and all proceeds thereof. All the terms and conditions of this Agreement, including the eligibility requirements of Section 6 shall apply with respect to the substituted Qualifying Contract. The term of the Qualifying Contract, the amortization schedule for such Qualifying Contract and the Borrowing Limit and monthly payment for such Qualifying Contract shall all be deemed equal to the term, amortization schedule, Borrowing Limit and monthly payment of the Contract to be prepaid as of the date of substitution. Upon Debtor's assignment and Secured Party's acceptance of the Qualifying Contract as soon as practicable Secured Party will release to Debtor all of Secured Party's right, title and interest in the Contract which was to prepaid, any unpaid Payments due thereunder and the Equipment and Collateral securing the same. Upon the substitution of Qualifying Contract for a Contract subject to prepayment under this Section, Debtor shall be relieved of any further prepayment obligation with respect to the Contract originally subject to prepayment.
Substitution of Contracts. Within One Hundred Twenty (120) days after a Contract Event of Default occurs, or immediately in the event of a prepayment by an End-User with respect to a Facility Contract, or with the prior, written agreement of Lender, in addition to any other remedy available hereunder to Borrower with respect thereto, Borrower may substitute another Eligible Contract for an existing Facility Contract ("Existing Facility Contract"), provided (i) that Lender shall have the right to approve such Eligible Contract at its sole discretion, (ii) that the present value (determined using a discount rate which is equal to the Facility Rate which is applicable to the Existing Facility Contract) of the payments remaining under such Substitute Contract, is equal to or greater than the present value (calculated as described above) of the remaining payments of such Existing Facility Contract, including any payments which are past due under such Existing Facility Contract; and (iii) that the number of payments remaining under such Substitute Contract equals or exceeds the number of payments remaining under the Existing Facility Contract. If such substitution occurs as a result of a Contract Event of Default, such substitution shall be deemed to cure such Contract Event of Default. As a precondition to any Permitted Substitution, Lender shall have the right to verify the existence and terms of such Substitute Contract with the applicable End-User.
Substitution of Contracts. 15 Section 4.03 Release of Pledged Property...........................................................16
Substitution of Contracts. 16 ARTICLE
Substitution of Contracts. (a) Subject to the provisions of Sections 4.02(b) through (d) hereof, (i) the Servicer or an Originator may, only in respect of Contracts held by LLC II, substitute one or more Contracts (each a "Substitute Contract"), transfer all of its right, title and interest in the related Substitute Conveyed Assets and terminate the security interest in the related Equipment with respect to any Contract that becomes a 90-Day Delinquent Contract or a Defaulted Contract or is the subject of a Casualty Loss, (ii) the Servicer may substitute one or more Substitute Contracts, transfer all of its right, title and interest in the related Substitute Conveyed Assets and terminate the security interest in the related Equipment with respect to any Contract that is subject to a Full Prepayment, and (iii) the Servicer or the Originators, as the case may be, may substitute one or more Substitute Contracts, transfer all of its right, title and interest in the related Substitute Conveyed Assets and terminate the security interest in the related Equipment with respect to any Contract that is the subject of a Warranty Event and in respect of which such Substitute Contracts are substituted.
(b) Each Substitute Contract shall be a Contract (i) with respect to which all of the representations and warranties set forth in Section 3.02 of the Receivables Transfer Agreement were true as of the related Substitute Cut-Off Date and which meets the other criteria set forth in Section 3.03 of the Receivables Transfer Agreement, (ii) which has substantially similar characteristics as the Contract being replaced, and (iii) no Substitute Contract shall be selected by any Originator or the Servicer, as applicable, in a manner that is adverse to the interests of the Noteholders.
(c) Prior to any substitution pursuant to this Section 4.02, (i) the related Contract File shall have been delivered to the Custodian at least five Business Days prior to such conveyance and the Custodian shall have issued a Custody Receipt with respect to such Contract File and (ii) the Indenture Trustee shall have issued a Trustee Certification and shall have received (A) an executed transfer agreement substantially in the form of Exhibit E hereto, between the Issuers and the Originators, providing for the unconditional sale and transfer of the Substitute Contract and the related Substitute Conveyed Assets by the Originators to the Issuers (such agreement, a "Substitute Transfer Agreement") and (B) the List of Substitute Co...
Substitution of Contracts. 19 SECTION 4.03 Release of Trust Property...............................................................21
Substitution of Contracts. 25 7.01 SUBSTITUTION......................................................................................25 7.02
Substitution of Contracts. (a) In lieu of removing a Contract as required under the provisions of Section 6.12(a), 6.12(b) or 6.15 hereof and subject to the provisions of Sections 6.16(b) and 6.16(c) below, either of the Obligors or the Transferor, as applicable, in their sole discretion, may substitute one or more Contracts (each a "Substitute Contract") and the related Equipment for and replace Contracts (each, a "Replaced Contract") and the related Equipment of a Series Trust Estate that (i) have become Charged-Off Contracts or Delinquent Contracts, (ii) are subject to a User Termination Event or (iii) were subject to a Transferor Breach.
(b) Each Substitute Contract must be an Eligible Contract as of the applicable Transfer Date.
(c) No such substitution under this Section 6.16 shall be permitted on any Transfer Date if:
(i) the cumulative aggregate balance of the Contract Balance Remaining for all Substitute Contracts outstanding at the Transfer Date that were substituted in the applicable Series Trust Estate exceeds, or would upon such substitution cause the cumulative aggregate balances of the items described in clause (i), (ii) and (iii) of Section 6.12(c) hereof to exceed ten percent (10%); or
(ii) such substitution results in a reduction of the aggregate Borrowing Base for the relevant Series Trust Estate.