Substitution of Contracts. On any day prior to the occurrence of the Termination Date, the Buyer may, in its sole discretion, by written notice to the Seller, request that any Contract be replaced by 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 Buyer 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 such substitution;
(c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of (A) the Purchase Limit and (B) the Capital Limit;
(d) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the remaining Scheduled Payments of Assets in the Asset Pool and shall not materially exceed the last Scheduled Payment of any Asset in the Asset Pool;
(e) all representations and warranties of the Seller contained in Section 5.1 and 5.2 shall be true and correct as of the date of substitution of any such Substitute Contract;
(f) the substitution of any Substitute Contract does not cause a Payout Event to occur under the Receivables Purchase Agreement; and
(g) 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 connection with any such substitution, the Buyer 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 Buyer in, to and under such Replaced Contract, and the Buyer shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation or warranty, express or implied. Any right of the Buyer to substitute any Contract pursuant to this Section 6.5 shall be in addition to, and without limitation of, any other rights or remedies that the Buyer may have to require the Seller to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.
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. 14 Section 4.03 Release of Pledged Property...........................................................15
Substitution of Contracts. 16 Section 4.03 Release of Trust Property.............................................................17
Substitution of Contracts. 26 7.01 SUBSTITUTION......................................................................................26 7.02
Substitution of Contracts. 16 ARTICLE
Substitution of Contracts. (a) Subject to the provisions of Sections 4.02(b) through (d) hereof, First Sierra, upon notice from the Servicer, may substitute one or more Contracts (each a "Substitute Contract") and transfer all of its right, title and interest in the Substitute Conveyed Assets for and replace any Contract and terminate the security interest in the related Equipment that (i) becomes a Delinquent Contract, Defaulted Contract or an Early Termination Contract or (ii) is the subject of a Prepayment, a Casualty Loss or a Warranty Event.
(b) Each Substitute Contract shall be a Contract with respect to which all of the representations and warranties set forth in Section 2.02 of the Servicing Agreement were true as of the related Substitute Cut-Off Date.
(c) Any substitution of a Contract pursuant to this Section 4.02 will be effected by (i) delivery to the Trustee of the Contract File for each such Substitute Contract, (ii) the filing of any UCC financing statements in accordance with the Filing Requirements necessary to perfect
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
