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Common use of Substitution Clause in Contracts

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 7 contracts

Samples: Sale Agreement (SLM Private Credit Student Loan Trust 2005-A), Sale Agreement (SLM Private Credit Student Loan Trust 2005-B), Sale Agreement (SLM Private Credit Student Loan Trust 2006-A)

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Issuer shall cause the Servicer to electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related Xxxx the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Appears in 5 contracts

Samples: Indenture and Servicing Agreement (Cendant Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Servicer shall electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related Xxxx the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Appears in 4 contracts

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to receive and retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Servicer shall deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related Xxxx of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 4 contracts

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related Xxxx of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 3 contracts

Samples: Indenture and Servicing Agreement (Cendant Corp), Indenture and Servicing Agreement (Cendant Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Substitution. In lieu A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if: (i) the terms of Section 21.B of this Lease require a Rejectable Substitution Offer to be made (each, a "Casualty/Condemnation Substitution"); or (ii) the terms of Section 23.A(ix) (1) of this Lease permit a Rejectable Substitution Offer to be made (each, a "FCCR Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have the right to deliver a Rejectable Substitution Offer to substitute a Substitute Property for a Property if Lessee determines for any reason to make a substitution (each, a "Discretionary Substitution"); provided, however, that once Lessee has done Casualty/Condemnation Substitutions, Discretionary Substitutions and/or FCCR Substitutions for one Property, Lessee shall no longer have the right to deliver a Rejectable Substitution Offer with respect to a Discretionary Substitution. Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 57. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 57.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If the Mortgage corresponding to the Property to be substituted replaced is still outstanding, any rejection of the Rejectable Substitution Offer by Lessor shall not be effective unless it is consented to in writing by Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer or if Lender does not consent in writing to any rejection of the Rejectable Substitution Offer by Lessor, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 57. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects substitution conditions set forth in this Section 57, and such rejection is consented to substitute Eligible Loans pursuant to this Article VIby Lender, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

Appears in 3 contracts

Samples: Master Lease (O Charleys Inc), Master Lease (O Charleys Inc), Master Lease (O Charleys Inc)

Substitution. In lieu (a) The first sentence of repurchasing Trust Student Loans pursuant to this Article VI, Paragraph 9(a) of the Seller may, at its option, Repurchase Agreement is hereby modified by deleting the words "substitute Eligible Loans or arrange other Securities for any Purchased Securities" and adding the substitution of Eligible Loans words "substitute other Securities which are substantially similar on an aggregate basis as the same for any Purchased Securities". (b) Paragraph 9 of the date Repurchase Agreement is hereby modified by adding the following sub-paragraphs: (c) In the case of substitution to the Trust Student Loans any Transaction for which they are being substituted the Repurchase Date is other than the Business Day immediately following the Purchase Date and with respect to which Seller does not have any existing right to substitute substantially the following characteristics: same Securities for the Purchased Securities, Seller shall have the right, subject to the proviso to this sentence, upon notice to Buyer, which notice shall be given at or prior to 10 am (iNew York time) status (i.e.on such Business Day, in-schoolto substitute substantially the same Securities for any Purchased Securities; provided, gracehowever, defermentthat Buyer may elect, forbearance by the close of business on the Business Day notice is received, or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as by the close of the date of next Business Day if notice is given after 10 am (New York time) on such day, not to accept such substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that such substitution is accepted by Buyer, such substitution shall be made by Seller's transfer to Buyer of such other Securities and Buyer's transfer to Seller of such Purchased Securities, and after substitution, the substituted Securities shall be deemed to be Purchased Securities. In the event Buyer elects not to accept such substitution, Buyer shall offer Seller elects the right to terminate the Transaction. (d) In the event Seller exercises its right to substitute Eligible Loans pursuant or terminate under sub-paragraph (c), Seller shall be obligated to this Article VIpay to Buyer, by the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount close of the substituted Eligible Loans and Business Day of such substitution or termination, as the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator case may be, an amount equal to (A) Buyer's actual cost (including all interest amounts fees, expenses and commissions) of (i) entering into replacement transactions; (ii) entering into or terminating hedge transactions; and/or (iii) terminating transactions or substituting securities in like transactions with respect third parties in connection with or as a result of such substitution or termination, and (B) to the Trust Student Loans in extent Buyer determines not to enter replacement transactions, the manner provided in Section 2.06 of the Administration Agreementloss incurred by Buyer directly arising or resulting from such substitution or termination. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof foregoing amounts shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsolely determined and calculated by Buyer in good faith.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Bingham Financial Services Corp), Master Repurchase Agreement (Bingham Financial Services Corp)

Substitution. In lieu Unless otherwise provided in the Pooling and Master ------------ Servicing Agreement, the right to substitute a Qualified Substitute Mortgage Asset for any Deleted Mortgage Asset that is an asset of repurchasing the Trust Student Loans shall be limited to (i) in the case of substitutions pursuant to this Article VISection 2.03(a) or 2.03(c), the two-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Asset for which the Company or a Seller maysubstitutes a Qualified Substitute Mortgage Asset(s), at its optionthe Company or the Seller, substitute Eligible Loans as the case may be, shall effect such substitution by delivering to the Trustee for such Qualified Substitute Mortgage Asset(s) the Note, the Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Asset File pursuant to Section 2.01, together with a certificate of an officer of the Company to the effect that each such Qualified Substitute Mortgage Asset complies with the terms of the Pooling and Master Servicing Agreement. Monthly Payments due with respect to Qualified Substitute Mortgage Assets in the month of substitution are not part of the Trust and will be retained by the Company or arrange for the Seller, as the case may be. For the month of substitution, distributions to Securityholders will reflect the Monthly Payment due on such Deleted Mortgage Asset on or before the first day of the month in which the substitution occurs, and the Company or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Asset. The Master Servicer shall amend the Mortgage Asset Schedule to reflect the removal of such Deleted Mortgage Asset from the terms of the Pooling and Master Servicing Agreement and the substitution of Eligible Loans the Qualified Substitute Mortgage Asset or Assets. Upon such substitution, such Qualified Substitute Mortgage Asset or Assets shall be subject to the terms of the Pooling and Master Servicing Agreement in all respects, including, in the case of a substitution effected by a Seller, the representations and warranties included in the Sales Agreement, and in the case of a substitution effected by the Company, the representations and warranties set forth in Section 2.04 hereof, in each case as of the date of substitution. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the reconveyance of such Deleted Mortgage Asset to the Company or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which are substantially similar on an the Company or a Seller substitutes one or more Qualified Substitute Mortgage Assets for one or more Deleted Mortgage Assets, the Master Servicer will determine and notify the Trustee with respect to the amount (if any) by which the aggregate basis Unpaid Principal Balance of all such Qualified Substitute Mortgage Assets as of the date of substitution to is less than the Trust Student Loans for which they are being substituted with respect to aggregate Unpaid Principal Balance of all such Deleted Mortgage Assets (after application of Monthly Payments due in the following characteristics: month of substitution) (i) status (i.e., in-school, grace, deferment, forbearance or repaymentthe "Substitution Shortfall"); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of On the date of such substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans Company or the Seller, as the case may be, will deliver or cause to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator Trustee for deposit from its own funds into the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator Asset Proceeds Account an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VISubstitution Shortfall.

Appears in 2 contracts

Samples: Pooling and Master Servicing Agreement (Fremont Mortgage Securities Corp), Pooling and Master Servicing Agreement (Southpoint Residential Mortgage Securities Corp)

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to receive and retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related Xxxx of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 2 contracts

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANSMed Loans, LAW Law Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Sale Agreement (SLM Education Credit Funding LLC)

Substitution. In lieu of repurchasing Trust Student Loans pursuant Subject to this Article VISection 12.07 below, Tenant shall have the Seller mayright to substitute like-kind assets for the Property Locations; provided, at its optionhowever, substitute Eligible Loans or arrange for that (i) Tenant shall not have any such substitution right if the substitution of Eligible Loans which are substantially similar on an aggregate basis any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the date Internal Revenue Code of 1986, as the same may be amended from time to time (the “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Code, and (ii) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or locations (the “Substitute Property”) is substituted for a Property Location being released: (a) Tenant shall reimburse Landlord for substitution fees, costs and expenses (including without limitation, fees and expenses related to legal opinions) charged by Landlord’s Lender and other out-of-pocket fees and costs reasonably and actually incurred by Landlord in connection with such substitution; (b) Subject to the Trust Student Loans requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Code, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for which they are being substituted failure of the exchange to qualify under the Code; (iii) except as otherwise expressly provided in this Lease, any assignment(s) made by Tenant in connection with respect such exchange shall not relieve Tenant of its obligations under this Lease; and (iv) the completion of one or more tax-deferred exchanges is not a condition to the following characteristicsperformance by Tenant of the obligations of Tenant set forth in this Lease; and (c) The substitution shall comply with the substitution requirements, if any, of Landlord’s Lender related to substitution, as well as the following: (i) status (i.e., in-school, grace, deferment, forbearance the Substitute Property shall be made subject to this Lease with no decline in Base Rent or repayment)any other Rent due hereunder; (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans the appraised value of the Substitute Property shall be equal to or Signature Student Loans)greater than the appraised value of the Property Location being released; (iii) school typethe Substitute Property shall have a store level profitability equal to or greater than the store level profitability of the Property Location being released; (iv) total returnto the extent required by its Lender, Landlord shall have obtained (1) the written consent of its Lender to such substitution, and (2) confirmation from each statistical rating agency that has assigned a rating to securities sold in any Securitization (defined below) in which any loan related to a Mortgage has been included that such Substitute Property shall not result in the downgrade, withdrawal or qualification of any securities backed by such respective loan; (v) principal balanceno Default under this Lease has occurred and is continuing; (vi) the Property Location being substituted shall be released from this Lease; (vii) with respect to the Substitute Property, Landlord and its Lender shall have received an engineering report and an environmental report acceptable to Landlord and its Lender; and (viviii) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as Landlord shall have received an officer’s certificate of Tenant certifying that the square footage of the date of substitution, Substitute Property complies with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided provisions in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser12.07 hereof, the Trustee, the Noteholders and the Certificateholders along with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsquare footage calculations in support thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spirit Finance Corp)

Substitution. In lieu A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if the terms of Section 21.B of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have a one time right to deliver a Rejectable Substitution Offer to substitute a Substitute Property for a Property if the Fixed Charge Coverage Ratio (with the definitions of Section 8.A being deemed to be modified, as contemplated by subsection B(i)(2) below to provide for a calculation of a "Fixed Charge Coverage Ratio" for the Property to be replaced only) for the Property to be replaced is less than 1.1:1 for the FCCR Period (an "Uneconomic Substitution"); provided, however, Lessee shall not have the right to substitute more than 5 of the Properties pursuant to this Article VI, paragraph. Each Rejectable Substitution Offer shall identify the Seller may, at its option, substitute Eligible Loans or arrange for the substitution proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Eligible Loans Lessee pursuant to which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 56. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 56.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If the Mortgage corresponding to the Property to be substituted replaced is still outstanding, any rejection of the Rejectable Substitution Offer by Lessor shall not be effective unless it is consented to in writing by Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer or if Lender does not consent in writing to any rejection of the Rejectable Substitution Offer by Lessor, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 56. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects substitution conditions set forth in this Section 56, and such rejection is consented to substitute Eligible Loans pursuant to this Article VIby Lender, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

Appears in 1 contract

Samples: Master Lease (Avado Brands Inc)

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit F hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Servicer shall electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related Xxxx the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related Xxxx Bxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Purchase Agreement (SLM Private Credit Student Loan Trust 2006-C)

Substitution. In lieu of repurchasing Trust Student Loans pursuant 7.3.1 Subject to this Article VIClause 7.3.2 below, the Seller may, Trustee may without the consent of the Noteholders or Couponholders at its option, substitute Eligible Loans or arrange for any time agree with the Issuer to the substitution of Eligible Loans which are substantially similar on an aggregate basis as in place of the date Issuer (or of substitution any previous substitute under this Clause 7) as the principal debtor under this Trust Deed in relation to the Notes and Coupons of any Series and under such Notes and Coupons of (a) any Subsidiary of the Issuer or (b) any company which directly or indirectly owns 100 per cent. of the shares or other equity interests (as the case may be) carrying the right to vote in the Issuer in place of the Issuer as issuer and principal debtor under this Trust Student Loans for which they are being Deed and the Notes (each substituted with respect entity hereinafter called the "Substituted Obligor") if a trust deed is executed or some other written form of undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed, the Notes and the Coupons with any consequential amendments which the Trustee may deem appropriate as fully as if the Substituted Obligor had been named in this Trust Deed and on the Notes and the Coupons as the principal debtor in place of the Issuer (or of any previous substitute under this Clause 7) in the case of a substitution of the Issuer (or any such previous substitute). 7.3.2 The following characteristicsfurther conditions shall apply to Clause 7.3.1 above: (ia) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, the Issuer and the New Company shall comply with such other requirements as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination Trustee may direct in order that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans substitution is fully effective in the manner provided in Section 2.06 interests of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to Couponholders; (b) a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as legal opinion addressed to the occurrence Trustee has been provided confirming that (i) the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of any condition requiring liability as principal debtor in respect of the purchase Notes and the Coupons in place of any Trust Student Loan the Issuer (or such previous substitute as aforesaid) and (ii) such approvals and consents are at the reimbursement for any interest penalty pursuant time of substitution in full force and effect; (c) (without prejudice to the generality of the preceding sub-clauses of this Article VIsub-Clause 7.3.

Appears in 1 contract

Samples: Trust Deed (Koninklijke Philips Nv)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct-to-Consumer Loans or Signature Student Private Consolidation Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related Xxxx Bxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.this

Appears in 1 contract

Samples: Purchase Agreement (SLM Private Credit Student Loan Trust 2007-A)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, Law EXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related Xxxx Bxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Purchase Agreement (SLM Private Credit Student Loan Trust 2006-C)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct-to-Consumer Loans or Signature Student Private Consolidation Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx Bxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Sale Agreement (SLM Private Credit Student Loan Trust 2007-A)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Sale Agreement (SLM Private Credit Student Loan Trust 2006-B)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Purchase Agreement (SLM Private Credit Student Loan Trust 2006-B)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx Bxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Sale Agreement (SLM Private Credit Student Loan Trust 2006-C)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller Sellers may, at its optionsubject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute Eligible Loans or arrange for the substitution of Eligible Loans other assets which are substantially similar on an aggregate basis the same as the Purchased Assets (the “Substitute Assets”) for any Purchased Assets. Such substitution shall be made by transfer to Buyer of the date of substitution such Substitute Assets and transfer to the Trust Student Loans for which they are being substituted related Seller of such Purchased Assets (including all Purchased Items solely related thereto) (the “Reacquired Assets”) along with the other information to be provided with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturityapplicable Substitute Asset as described in the form of Transaction Notice. In addition, each substituted Eligible Loan will comply, as of the date of Upon substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans Substitute Assets shall be deemed to be substituted pursuant to this Article VIPurchased Assets, the Reacquired Assets shall no longer be deemed Purchased Assets, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the Reacquired Assets and shall return such Reacquired Assets to Seller unless such termination and release would give rise to or perpetuate a Margin Deficit. Concurrently with any termination and release described in this Section 16, Buyer shall make a reasonable determination that the Eligible Loans execute and deliver to be substituted will not have a material adverse effect on the NoteholdersSellers upon request and Buyer hereby authorizes Sellers to file and record such documents as Sellers may reasonably deem necessary or advisable in order to evidence such termination and release. In connection with each substitutionany such requested substitution or release, the Sellers will provide notice to the Custodian, Bond Custodian and the Buyer no later than 12:00 p.m. (New York City time), on the date of such request, specifying the Assets to be substituted for or released and the substitute Assets to be purchased hereunder in substitution therefor, if any, and shall deliver with such notice a Sale Agreement and related Xxxx of Sale regarding revised Mortgage Loan Transmission (as defined in the Custodial Agreement) indicating any substitute Loans or such substituted Loans will be executed and delivered other notice as agreed to by the applicable partiesBuyer and Sellers indicating any substitute Bonds or Pledged Stock. In the event that the Seller elects Each such substitution or release shall be deemed to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans be a representation and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach warranty by the Seller pursuant Sellers that any substitute Assets are eligible for purchase hereunder and that after giving effect to Article V hereof such substitution or release, no Margin Deficit shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIoccur.

Appears in 1 contract

Samples: Master Repurchase Agreement (Novastar Financial Inc)

Substitution. (a) In lieu of repurchasing reacquiring Trust Student Loans pursuant to this Article VISection 6.1 hereof, the Seller Transferor may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) principal balance; (ii) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiiii) Program program type (i.e., MEDLOANS, LAW Loans, MBA Unsubsidized Consolidation Loans or Signature Student LoansSubsidized Consolidation Loans (pre-1993 vs. post-1993); (iii) school type); (iv) total returnschool type (if available); (v) principal balanceinterest rate; and (vi) remaining term to maturity. ; provided that, none of the Substituted Loans shall have a maturity date later than six months prior to the Class B Maturity Date. (b) In addition, each substituted Eligible Substituted Loan will comply, as of the related Transfer Date or as of the date of substitutionotherwise noted, with all of the representations and warranties made hereunderpursuant to Section 5.2 hereof. In choosing Eligible Loans to be substituted pursuant to this Article VISection 6.2, the Seller Transferor shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale the Subsequent Transfer Agreement and related Subsequent Xxxx of Sale Transfer regarding such substituted Substituted Loans will be executed and delivered by the applicable parties. . (c) In the event that the Seller Transferor elects to substitute Eligible Loans pursuant to this Article VISection 6.2, the Seller Transferor will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Substituted Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller Transferor shall also remit to the Administrator an amount equal to all non-guaranteed accrued interest amounts (including, without limitation, Interest Subsidy Payments) and forfeited Special Allowance Payments with respect to the Trust Student Loans in the manner provided in Section 2.06 2.6 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Transfer Agreement (Collegiate Funding of Delaware LLC)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its optionsubject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute Eligible Loans or arrange for the substitution of Eligible Loans other assets, including U.S. Treasury Securities, which are substantially similar on an aggregate basis the same as the Purchased Loans (the “Substitute Loans”) for any Purchased Loans. Such substitution shall be made by transfer to Buyer of such Substitute Loans and transfer to Seller of such Purchased Loans (the date of substitution “Reacquired Loans”) along with the other information to the Trust Student Loans for which they are being substituted be provided with respect to the following characteristics:applicable Substitute Loan as described in the form of Transaction Notice. Upon substitution, the Substitute Loans shall be deemed to be Purchased Loans, the Reacquired Loans shall no longer be deemed Purchased Loans, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the Reacquired Loans and any Purchased Items solely related to such Reacquired Loans, with respect to any Reacquired Loans that are eMortgage Loans, Agent shall initiate a Transfer of Location and a Transfer of Control of the eNotes and Seller or its designees shall cause to be initiated a transfer of Delegatee and Master Servicer or Subservicer, as applicable, status with respect thereto as may be directed by Seller or its designees, in each case using MERS eDelivery and the MERS eRegistry, and Buyer shall transfer any such Reacquired Loans and related Purchased Items to Seller unless such termination and release would give rise to or perpetuate an unpaid, due and payable Margin Call. Concurrently with any termination and release described in this Section 16, Buyer shall execute and deliver to Seller upon request and Buyer hereby 118109294\V-13 authorizes Seller to file and record such documents as Seller may reasonably deem necessary or advisable in order to evidence such termination and release. (ip) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiThe proviso at the end of Section 19(a)(i)(A) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitutionAgreement is hereby deleted and replaced in its entirety with the following: ; provided, with all of however, in the representations and warranties made hereunder. In choosing Eligible Loans to be substituted event that Seller repurchases any Purchased Loan pursuant to this Article VISection 19(a)(i), the Buyer shall deliver to Seller shall make a reasonable determination that the Eligible Loans any and all original papers, records and files relating to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement such Purchased Loan then in its possession and/or control and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 any such Purchased Loan that is an eMortgage Loan, Agent shall initiate a Transfer of Location and a Transfer of Control of the Administration Agreement. The sole remedy eNotes and Seller or its designees shall cause to be initiated a transfer of Delegatee and Master Servicer or Subservicer, as applicable, status with respect thereto as may be directed by Seller or its designees, in each case using MERS eDelivery and the MERS eRegistry. (q) Section 19(c) of the Purchaser, Agreement is hereby deleted and replaced in its entirety with the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.following:

Appears in 1 contract

Samples: Master Repurchase Agreement (Rocket Companies, Inc.)

Substitution. In lieu of repurchasing Trust Student Loans pursuant Subject to this Article VISection 12.07 below, Tenant shall have the Seller mayright to substitute like-kind assets for any Property Locations; provided, at its optionhowever, substitute Eligible Loans or arrange for that (1) Tenant shall not have any such substitution right if the substitution of Eligible Loans which are substantially similar on an aggregate basis any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the date Internal Revenue Code of 1986, as the same may be amended from time to time (the “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Code, and (2) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or locations (the “Substitute Property”) is substituted for a Property Location being released: (a) Tenant shall reimburse Landlord for substitution fees, costs and expenses (including without limitation, fees and expenses related to legal opinions) charged by Landlord’s Mortgagee and other out-of-pocket fees and costs reasonably and actually incurred by Landlord in connection with such substitution; (b) Subject to the Trust Student Loans requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Code, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in PHIL1 681004v.14 connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for which they are being substituted failure of the exchange to qualify under the Code; (iii) except as otherwise expressly provided in this Lease, any assignment(s) made by Tenant in connection with respect such exchange shall not relieve Tenant of its obligations under this Lease; and (iv) the completion of one or more tax-deferred exchanges is not a condition to the following characteristicsperformance by Tenant of the obligations of Tenant set forth in this Lease; and (c) The substitution shall comply with the substitution requirements, if any, of Landlord’s Mortgagee related to substitution, as well as the following: (i) status (i.e., in-school, grace, deferment, forbearance the Substitute Property shall be made subject to this Lease with no decline in Base Rent or repayment)any other Rent due hereunder; (ii) Program type the appraised value of the Substitute Property shall be equal to or greater than the appraised value of the Property Location being released (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loanseach such appraisal having been prepared within one hundred eighty (180) days prior to the release and substitution date); (iii) school typethe Substitute Property shall have a store level profitability equal to or greater than the store level profitability of the Property Location being released; (iv) total returnto the extent required by its Mortgagee, Landlord shall have obtained (A) the written consent of its Mortgagee to such substitution, and (B) confirmation from each statistical rating agency that has assigned a rating to securities sold in any securitization in which any loan related to a Mortgage has been included that such Substitute Property shall not result in the downgrade, withdrawal or qualification of any securities backed by such respective loan; (v) principal balanceno Default under this Lease has occurred and is continuing; (vi) the Property Location being substituted shall be released from this Lease; and (vivii) remaining term with respect to maturity. In additionthe Substitute Property, each substituted Eligible Loan will complyLandlord and its Mortgagee shall have received an engineering report and an environmental report, as of dated not more than one hundred eighty (180) days prior to the proposed date of substitution, with all of the representations acceptable to Landlord and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIits Mortgagee.

Appears in 1 contract

Samples: Master Lease (Spirit Realty Capital, Inc.)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (ia) status Status (i.e., in-school, grace, deferment, forbearance or repayment); (iib) Program type (i.e.I.E., MEDLOANScreditworthy, LAW Loanscredit ready, MBA Loans or Signature Student Loansundergrad, grad); (iiic) school School type; (ivd) total Total return; (ve) principal Principal balance; and (vif) remaining Remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, Owner Trustee and the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Deposit and Sale Agreement (National Collegiate Funding LLC)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans, Signature Student Loans, EXCEL Loans, Law EXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct-to-Consumer Loans or Signature Student Private Consolidation Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related Xxxx Bxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Purchase Agreement (SLM Private Credit Student Loan Trust 2007-A)

Substitution. In lieu A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if: (i) the terms of Section 21.B of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have the right to deliver a Rejectable Substitution Offer to substitute any Property with a Substitute Property (each a "Discretionary Substitution"). Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 57. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 57.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days after the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be substituted deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 57. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to substitution conditions set forth in this Article VISection 57, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

Appears in 1 contract

Samples: Master Lease and Deed of Lease (Uno Restaurant Corp)

Substitution. In lieu of repurchasing Trust Student The Depositor or the applicable Servicer may substitute a Replacement Mortgage Loan or Loans for any Mortgage Loan required to be repurchased pursuant to Section 2.01, 2.02, 2.03 or 2.04 or the applicable Warranty and Servicing Agreement, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or the applicable Warranty and Servicing Agreement; provided that any such substitution must be effected within three months after the Delivery Date (or within two years after the Delivery Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(A)(ii) of the Code) and must be accompanied by an Officers' Certificate delivered to the Trustee, certifying that such Replacement Mortgage Loan conforms to the requirements of this Article VIAgreement, and by an Opinion of Counsel to the Seller mayeffect that such substitution will not cause REMIC I or REMIC II to fail to qualify as a REMIC and will not result in a prohibited transaction tax, at its option, substitute Eligible Loans or arrange which Opinion of Counsel shall be paid for by the Person desiring to make such substitution. In connection with the substitution of Eligible one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Trustee will determine the amount (if any) by which are substantially similar on an the aggregate basis principal balance of all such Replacement Mortgage Loans as of the date of substitution is less than the aggregate Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the Trust Student Loans for which they are being substituted with respect to month of substitution). The Depositor or the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will complyServicer, as the case may be, shall deposit the amount of such shortfall into the date Certificate Account on the day of substitution, with all without any reimbursement therefor. The Depositor or the Servicer, as the case may be, shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and by an Opinion of Counsel to the effect that such substitution will not cause: (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, Code or on contributions after the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount startup date" under Section 860G(d)(1) of the substituted Eligible Loans and the Purchase Amount Code or (b) any portion of the Trust Student Loans for which they are being substituted. The Seller shall also remit Fund to the Administrator an amount equal fail to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to qualify as a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct REMIC at any affirmative investigation as to the occurrence of time that any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VICertificate is outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp)

Substitution. In lieu A. Borrower shall have the right to obtain a release of repurchasing Trust Student Loans all liens granted in favor of Lender with respect to a Premises by substituting a Substitute Premises for such Premises if: (1) the terms of Section 10.A(7) permit such substitution; (2) there is an event that results in a default under, or an event that, but for the passage of time or giving of notice would be a default under, Section 7.D., 7.E. or 7.F. hereof; or (3) Borrower determines for any reason to make a substitution, provided, however, that Borrower may not substitute more than six (6) of the Premises pursuant to the provisions of this Article VI, subitem (3). B. Borrower's right to substitute a Substitute Premises for a Premises pursuant to the Seller may, at preceding subsection A. shall be subject to the fulfillment of each of the following terms and conditions: (1) Borrower shall provide Lender with notice of its option, intention to substitute Eligible Loans a Substitute Premises. Any notice (the "Proposed Substitution Notice") with respect to a proposed substitution pursuant to the preceding subsection A(1) must be delivered within the 30 day period following Borrower's receipt of the FCCR Amount Notice and the closing of the substitution shall take place within the 60 day period following Borrower's delivery of the Proposed Substitution Notice. Any substitution pursuant to the preceding subsection A(2) or arrange A(3) shall take place within 60 days after delivery to Lender of the substitution notice. (2) Borrower must provide for the substitution of Eligible Loans which are substantially similar a Substitute Premises, and the proposed Substitute Premises must: (a) be a Permitted Concept, in good condition and repair, ordinary wear and tear excepted; (b) have for the twelve month period preceding the date of the closing of such substitution a Fixed Charge Coverage Ratio (with the definitions of Section 7.J being deemed to be modified if necessary and as applicable to provide for a calculation of the Fixed Charge Coverage Ratio for each of the Substitute Premises, and the Premises being replaced on an individual basis rather than on an aggregate basis with the other Substitute Premises and the other Premises, respectively) at least equal to the Fixed Charge Coverage Ratio for the Premises being replaced and the substitution must not cause a breach of any Fixed Charge Coverage Ratio requirement under this Agreement; (c) be owned in fee simple by Borrower; (d) Borrower's right, title and interest in and to each proposed Substitute Premises shall be free and clear of all liens, restrictions, easements and encumbrances, except such matters as are acceptable to Lender (the "Substitute Premises Permitted Exceptions"); and (e) have a fair market value no less than the greater of the then fair market value of the Premises to be replaced or the fair market value of such Premises as of the date Closing, all as reasonably determined by Lender's in-house inspectors and underwriters utilizing the same valuation method as used in connection with the Closing. (3) Lender shall have inspected and approved the Substitute Premises utilizing Lender customary site inspection and underwriting approval criteria. Borrower shall have reimbursed Lender for all of substitution its costs and expenses incurred with respect to the Trust Student Loans for which they are being substituted such proposed substitution, including, without limitation, Lender's site inspectors' costs and expenses with respect to the following characteristics:proposed Substitute Premises. Borrower shall be solely responsible for the payment of all costs and expenses resulting from such proposed substitution, including, without limitation, the cost of title insurance premiums and endorsements, the cost of personal property lien insurance premiums and endorsements, survey charges, stamp taxes, mortgage taxes, transfer fees, escrow, filing and recording fees and UCC filing and recording fees (including preparation, filing and recording fees for UCC continuation statements), the cost of environmental due diligence undertaken pursuant to subsection (7) below, including, without limitation, the cost of environmental insurance, and the reasonable attorneys' fees and expenses of counsel to Borrower and Lender. (i4) status Lender shall have received a preliminary title report and irrevocable commitment to insure title in the amount of the then outstanding principal balance of the Loan relating to the Premises to be replaced by means of a mortgagee's ALTA extended coverage policy of title insurance (i.e.or its equivalent, in-schoolin the event such form is not issued in the jurisdiction where the proposed Substitute Premises is located) for such proposed Substitute Premises issued by Title Company showing good and marketable title in the real property comprising the Substitute Premises vested in Borrower and committing to insure Lender's first priority lien upon and security interest in the proposed Substitute Premises, grace, deferment, forbearance or repayment);subject only to the Substitute Premises Permitted Exceptions and containing endorsements substantially comparable to those required by Lender at the Closing. (ii5) Program type Lender shall have received an irrevocable commitment issued by First American Corporation to insure Lender's first priority lien upon and security interest in the "Personal Property" (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans);as defined in the Substitute Documents) subject only to such exceptions as Lender shall approve and containing endorsements substantially comparable to those required by Lender at the Closing. (iii6) school type;Lender shall have received a current ALTA survey of such proposed Substitute Premises or its equivalent, the form of which shall be comparable to those received by Lender at the Closing and sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted, and disclosing no matters other than the Substitute Premises Permitted Exceptions. (iv7) total return;Lender shall have completed such environmental due diligence of each of the Premises as it deems necessary or advisable in its sole discretion, including, without limitation, receiving an environmental insurance policy with respect to such proposed Substitute Premises in form and substance and issued by such environmental insurance company as is acceptable to Lender in its sole discretion, and Lender shall have approved the environmental condition of the Substitute Premises in its sole discretion. (v) principal balance; and8) Borrower shall deliver, or cause to be delivered, with respect to Borrower and Lessee and the Substitute Premises, opinions of Counsel in form and substance comparable to those received at Closing (but also addressing such matters unique to the Substitute Premises as may be reasonably required by Lender). (vi9) remaining term Borrower shall have provided Lender with evidence reasonably satisfactory to maturity. In additionLender that the Substitute Premises is properly zoned for use as a Permitted Concept and that such use constitutes a legal, each substituted Eligible conforming use under applicable zoning requirements. (10) No Event of Default shall have occurred and be continuing under any of the Loan will complyDocuments. (11) Borrower and Lessee shall have executed such documents as are comparable to the security documents executed and delivered at Closing, as applicable (but with such revisions as may be reasonably required by Lender to address matters unique to the Substitute Premises) or amendments to such documents, including, without limitation, a Mortgage, amendments to the Lease, Memoranda and License Agreement, and UCC-1 Financing Statements (the "Substitute Documents"), to provide Lender with a first priority lien on the proposed Substitute Premises, subject only to the Substitute Premises Permitted Exceptions, and all other rights, remedies and benefits with respect to the proposed Substitute Premises which Lender holds in the Premises to be replaced, all of which documents shall be in form and substance reasonably satisfactory to Lender. (12) The representations and warranties set forth in the Substitute Documents and Section 6 of this Agreement applicable to the proposed Substitute Premises shall be true and correct in all material respects as of the date of substitution, with and Borrower shall have delivered to Lender an officer's certificate to that effect. (13) Borrower shall have delivered to Lender certificates of insurance and insurance policies showing that all insurance required by the Substitute Documents is in full force and effect. Upon satisfaction of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts foregoing conditions with respect to the Trust Student Loans in release of a Premises: (a) the manner provided in Section 2.06 proposed Substitute Premises shall be deemed substituted for the Premises to be replaced; (b) the Loan Amount for the Substitute Premises shall be the same as for the replaced Premises; (c) the Substitute Premises shall be referred to herein as a "Premises" and included within the definition of "Premises" and shall secure the same Obligations as were secured by the Premises that were replaced; (d) the Substitute Documents shall be dated as of the Administration Agreement. The sole remedy date of the Purchasersubstitution; (e) Lender will release, or cause to be released, the Trusteelien of the Mortgage, UCC-1 Financing Statements and any other Loan Documents encumbering the Noteholders and replaced Premises; and (f) at the Certificateholders with respect closing of the substitution, Borrower shall convey without warranty or recourse the replaced Premises to a breach by third party (including without limitation Lessee, but excluding any of the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIBorrower Group).

Appears in 1 contract

Samples: Loan Agreement (Friendly Ice Cream Corp)

Substitution. In lieu of repurchasing Trust Student Loans pursuant (a) Subject to this Article VISection 9(b), the Seller may, at its optionupon one (1) Business Day's written notice to Buyer, with a copy to Custodian, substitute (i) other Eligible Loans Assets for any Eligible Assets or arrange Fallout Assets subject to Transactions or (ii) other Fallout Assets for any Fallout Assets subject to Transactions. Such substitution shall be made by (i) transfer to the related Custodian of the Asset Files for such other Eligible Assets, together with an Asset Schedule and transfer to Seller or its designee of the Purchased Assets requested for release, and (ii) wire transfer to Buyer of the Exit Fee related to the released Assets to the extent such Assets are sold by the Seller to a Person other than the Buyer on or after the substitution of Eligible Loans which are substantially similar on an aggregate basis as of date. After substitution, the date of substitution Substituted Assets, shall be deemed to be Purchased Assets subject to the Trust Student Loans same Transaction as the released Asset. The Custodian shall issue a new Asset Schedule to Buyer, deleting the released Asset, and adding the substituted Purchased Asset. (b) Notwithstanding anything to the contrary in this Agreement, Seller may not substitute other Assets for any Purchased Assets if (i) after taking into account such substitution, a Collateral Deficit were to occur, or (ii) such substitution would cause a Breach of any provision of this Agreement, or (iii) Buyer does not consent to such substitution. (c) In the case of any Transaction for which they are being substituted the Repurchase Date is other than the Business Day immediately following the Purchase Date and with respect to which Seller does not have any existing right to substitute substantially the following characteristics: same Assets for the Purchased Assets, Seller shall have the right, subject to the proviso to this sentence, upon notice to Buyer, which notice shall be given at or prior to 10 am (iNew York time) status (i.e.on such Business Day, in-schoolto substitute substantially the same Assets for any Purchased Asset; provided, gracehowever, defermentthat Buyer may elect, forbearance by the close of business on the Business Day notice is received, or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as by the close of the date of next Business Day if notice is given after 10 am (New York time) on such day, not to accept such substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that such substitution is accepted by Buyer, such substitution shall be made by Seller's transfer to Buyer of such other Assets and Buyer's transfer to Seller of such Purchased Assets, and after such substitution, the Substituted Assets shall be deemed to be Purchased Assets. In the event Buyer elects not to accept such substitution, Buyer shall offer Seller elects the right to terminate the Transaction. (d) In the event Seller exercises its rights to substitute Eligible Loans pursuant or terminate under sub-paragraph (c), Seller shall be obligated to this Article VIpay to Buyer, by the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount close of the substituted Eligible Loans and Business Day of such substitution or termination, as the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator case may be, an amount equal to (A) Buyer's actual cost (including all interest amounts fees, expenses and commissions) of (i) entering into replacement transactions; (ii) entering into or terminating hedge transactions; and/or (iii) terminating transactions or substituting securities in like transactions with respect third parties in connection with or as a result of such substitution or termination, and (B) to the Trust Student Loans in extent Buyer determines not to enter into replacement transactions, the manner provided in Section 2.06 of the Administration Agreementloss incurred by Buyer directly arising or resulting from such substitution or termination. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof foregoing amounts shall be to require the Seller to purchase Trust Student Loanssolely determined and calculated by Buyer in good faith, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIabsent manifest error.

Appears in 1 contract

Samples: Master Repurchase Agreement (Contifinancial Corp)

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit J hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Issuer shall cause the Servicer to deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer's representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related Xxxx the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Cendant Corp)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, Law EXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Purchase Agreement (SLM Private Credit Student Loan Trust 2006-B)

Substitution. In lieu A. Borrower shall have the right to obtain a release of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution all liens granted in favor of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted Lender with respect to the following characteristicsa Premises by substituting a Substitute Premises for such Premises if: (i) status the terms of Section 9.A(7) permit such substitution; or (i.e.ii) Borrower determines for any reason to make a substitution, in-schoolprovided, gracehowever, defermentthat Borrower may not substitute more than two (2) of the Premises pursuant to the provisions of this subitem (ii). B. Borrower's right to substitute a Substitute Premises for a Premises pursuant to the preceding subsection A shall be subject to the fulfillment of each of the following terms and conditions: (1) Borrower shall provide Lender with notice of its intention to substitute a Substitute Premises. Any notice with respect to a proposed substitution pursuant to the preceding subsection A(i) must be delivered within the applicable 30 day period contemplated by Section 9.A(7) and the closing of the substitution shall take place within the applicable 60 day period contemplated by such subsection. Any substitution pursuant to the preceding subsection A(ii) shall take place within 60 days after delivery to Lender of the substitution notice. (2) Borrower must provide for the substitution of a Substitute Premises, forbearance or repaymentand the proposed Substitute Premises must: (a) be a Permitted Concept, in good condition and repair, ordinary wear and tear excepted; (b) have for the twelve month period preceding the date of the closing of such substitution a Fixed Charge Coverage Ratio (with the definitions of Section 6.J being deemed to be modified if necessary and as applicable to provide for a calculation of the Fixed Charge Coverage Ratio for each of the Premises on an individual basis rather than on an aggregate basis with the other Premises) at least equal to the Fixed Charge Coverage Ratio for the Premises being replaced, provided that, if the substitution is being done pursuant to the preceding subsection A(i), the Fixed Charge Coverage Ratio for the Substitute Premises for the twelve month period preceding the date of the closing of such substitution must also be high enough to result in a cure of the breach of the Fixed Charge Coverage Ratio requirement; (c) be owned in fee simple by Borrower at the closing of the substitution; (d) Borrower's right, title and interest in and to each proposed Substitute Premises shall be free and clear of all liens, restrictions, easements and encumbrances, except such matters as are reasonably acceptable to Lender (the "Substitute Premises Permitted Exceptions"); (e) have a fair market value no less than the greater of (i) the outstanding principal amount of the Note corresponding to the Premises to be replaced or (ii) Program type (i.e.the then fair market value of the Premises to be replaced, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balancewith such fair market values reasonably determined by Lender's in-house inspectors and underwriters; and (vif) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as have a replacement cost no less than the then replacement cost of the date of Premises to be replaced, all as reasonably determined by Lender's in-house inspectors and underwriters (3) Lender shall have inspected and approved the Substitute Premises utilizing such site inspection and underwriting approval criteria that would be used by a prudent institutional mortgage loan lender. Borrower shall have paid all costs and expenses resulting from such proposed substitution, with including, without limitation, the cost of title insurance premiums and all endorsements required by Lender, survey charges, UCC and litigation search charges, the attorneys' fees of Borrower, reasonable attorneys' fees and expenses of Lender, the cost of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted environmental due diligence undertaken pursuant to this Article VIsubsection (6) below, including, without limitation, the Seller cost of environmental insurance, Lender's site inspection costs and fees, stamp taxes, mortgage taxes, transfer fees, escrow, filing and recording fees and UCC filing and recording fees (including preparation, filing and recording fees for UCC continuation statements). (4) Lender shall make have received a reasonable determination that the Eligible Loans preliminary title report and irrevocable commitment to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator insure title in the amount of any shortfall between the Purchase Amount then outstanding principal balance of the substituted Eligible Loans Loan relating to the Premises to be replaced by means of a mortgagee's ALTA extended coverage policy of title insurance (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Premises is located) for such proposed Substitute Premises issued by Title Company showing Borrower vested with good and marketable title in the Purchase Amount real property comprising the Substitute Premises and committing to insure Lender's first priority lien upon and security interest in the proposed Substitute Premises, subject only to the Substitute Premises Permitted Exceptions and containing endorsements substantially comparable to those required by Lender at the Closing. (5) Lender shall have received a current ALTA survey of such proposed Substitute Premises or its equivalent, the form of which shall be comparable to those received by Lender at the Closing and sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted, and disclosing no matters other than the Substitute Premises Permitted Exceptions. (6) Lender shall have completed such environmental due diligence of the Trust Student Loans for which they are being substituted. The Seller proposed Substitute Premises as it deems necessary or advisable in its sole discretion, including, without limitation, receiving an environmental insurance policy with respect to such proposed Substitute Premises in a form and substance and issued by such environmental insurance company as is acceptable to Lender, and Lender shall also remit have approved the environmental condition of the Substitute Premises based on such environmental due diligence as Lender deems necessary or advisable in its sole discretion; provided, however, if such proposed substitution shall occur from and after such time as the Loan is included in a Securitization, this subitem (6) shall be modified to read as follows: Lender shall have completed such environmental due diligence of the Administrator proposed Substitute Premises as a prudent institutional mortgage loan lender deems necessary or advisable, including, without limitation, receiving an amount equal environmental insurance policy with respect to all interest amounts such proposed Substitute Premises in a form and substance and issued by such environmental insurance company as is acceptable to a prudent institutional mortgage loan lender, and Lender shall have approved the environmental condition of the Substitute Premises based on such environmental due diligence as a prudent institutional mortgage loan lender would deem necessary or advisable. (7) Borrower shall deliver, or cause to be delivered, such legal opinions as Lender may reasonably require with respect to the Trust Student Loans proposed substitution, all in a form and substance which would be satisfactory to a prudent institutional mortgage loan lender and its counsel. If the manner provided Loan relating to the Premises to be replaced is part of a Securitization, such opinions shall include, without limitation, an opinion of counsel to the rating agencies which have issued ratings in connection with such Securitization that the substitution does not constitute a "significant modification" of such Loan under Section 2.06 1001 of the Administration Agreement. The sole remedy Internal Revenue Code or otherwise cause a tax to be imposed on a "prohibited transaction" by any REMIC Trust. (8) no Event of Default shall have occurred and be continuing under any of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIDocuments.

Appears in 1 contract

Samples: Loan Agreement (Alexanders J Corp)

Substitution. In lieu A. Borrower shall have the right to obtain a release of repurchasing Trust Student Loans all liens granted in favor of Lender with respect to a Premises by substituting a Substitute Premises for such Premises if: (1) the terms of Section 10.A(7) permit such substitution; (2) there is an event that results in a default under, or an event that, but for the passage of time or giving of notice would be a default under, Section 7.D., 7.E. or 7.F. hereof; or (3) Borrower determines for any reason to make a substitution, provided, however, that Borrower may not substitute more than three (3) of the Premises pursuant to the provisions of this Article VI, subitem (3). B. Borrower's right to substitute a Substitute Premises for a Premises pursuant to the Seller may, at preceding subsection A. shall be subject to the fulfillment of each of the following terms and conditions: (1) Borrower shall provide Lender with notice of its option, intention to substitute Eligible Loans a Substitute Premises. Any notice (the "Proposed Substitution Notice") with respect to a proposed substitution pursuant to the preceding subsection A(1) must be delivered within the 30 day period following Borrower's receipt of the FCCR Amount Notice and the closing of the substitution shall take place within the 60 day period following Borrower's delivery of the Proposed Substitution Notice. Any substitution pursuant to the preceding subsection A(2) or arrange A(3) shall take place within 60 days after delivery to Lender of the substitution notice. (2) Borrower must provide for the substitution of Eligible Loans which are substantially similar a Substitute Premises, and the proposed Substitute Premises must: (a) be a Permitted Concept, in good condition and repair, ordinary wear and tear excepted; (b) have for the twelve month period preceding the date of the closing of such substitution a Fixed Charge Coverage Ratio (with the definitions of Section 7.J being deemed to be modified if necessary and as applicable to provide for a calculation of the Fixed Charge Coverage Ratio for each of the Substitute Premises, and the Premises being replaced on an individual basis rather than on an aggregate basis with the other Substitute Premises and the other Premises, respectively) at least equal to the Fixed Charge Coverage Ratio for the Premises being replaced and the substitution must not cause a breach of any Fixed Charge Coverage Ratio requirement under this Agreement; (c) be owned in fee simple by Borrower; (d) Borrower's right, title and interest in and to each proposed Substitute Premises shall be free and clear of all liens, restrictions, easements and encumbrances, except such matters as are acceptable to Lender (the "Substitute Premises Permitted Exceptions"); and (e) have a fair market value no less than the greater of the then fair market value of the Premises to be replaced or the fair market value of such Premises as of the Closing, all as reasonably determined by Lender's in-house inspectors and underwriters utilizing the same valuation method as used in connection with the Closing. (3) Lender shall have inspected and approved the Substitute Premises utilizing Lender customary site inspection and underwriting approval criteria. Borrower shall have reimbursed Lender for all of its costs and expenses incurred with respect to such proposed substitution, including, without limitation, Lender's site inspectors' costs and expenses with respect to the proposed Substitute Premises. Borrower shall be solely responsible for the payment of all costs and expenses resulting from such proposed substitution, including, without limitation, the cost of title insurance premiums and endorsements, the cost of personal property lien insurance premiums and endorsements, survey charges, stamp taxes, mortgage taxes, transfer fees, escrow, filing and recording fees and UCC filing and recording fees (including preparation, filing and recording fees for UCC continuation statements), the cost of environmental due diligence undertaken pursuant to subsection (7) below, including, without limitation, the cost of environmental insurance, and the reasonable attorneys' fees and expenses of counsel to Borrower and Lender. (4) Lender shall have received a preliminary title report and irrevocable commitment to insure title in the amount of the then outstanding principal balance of the Loan relating to the Premises to be replaced by means of a mortgagee's ALTA extended coverage policy of title insurance (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Premises is located) for such proposed Substitute Premises issued by Title Company showing good and marketable title in the real property comprising the Substitute Premises vested in Borrower and committing to insure Lender's first priority lien upon and security interest in the proposed Substitute Premises, subject only to the Substitute Premises Permitted Exceptions and containing endorsements substantially comparable to those required by Lender at the Closing. (5) Lender shall have received an irrevocable commitment issued by First American Corporation to insure Lender's first priority lien upon and security interest in the "Personal Property" (as defined in the Substitute Documents) subject only to such exceptions as Lender shall approve and containing endorsements substantially comparable to those required by Lender at the Closing. (6) Lender shall have received a current ALTA survey of such proposed Substitute Premises or its equivalent, the form of which shall be comparable to those received by Lender at the Closing and sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted, and disclosing no matters other than the Substitute Premises Permitted Exceptions. (7) Lender shall have completed such environmental due diligence of each of the Premises as it deems necessary or advisable in its sole discretion, including, without limitation, receiving an environmental insurance policy with respect to such proposed Substitute Premises in form and substance and issued by such environmental insurance company as is acceptable to Lender in its sole discretion, and Lender shall have approved the environmental condition of the Substitute Premises in its sole discretion. (8) Borrower shall deliver, or cause to be delivered, with respect to Borrower and Lessee and the Substitute Premises, opinions of Counsel in form and substance comparable to those received at Closing (but also addressing such matters unique to the Substitute Premises as may be reasonably required by Lender). (9) Borrower shall have provided Lender with evidence reasonably satisfactory to Lender that the Substitute Premises is properly zoned for use as a Permitted Concept and that such use constitutes a legal, conforming use under applicable zoning requirements. (10) no Event of Default shall have occurred and be continuing under any of the Loan Documents. (11) Borrower and Lessee shall have executed such documents as are comparable to the security documents executed and delivered at Closing, as applicable (but with such revisions as may be reasonably required by Lender to address matters unique to the Substitute Premises) or amendments to such documents, including, without limitation, a Mortgage, amendments to the Lease, Memoranda and License Agreement, and UCC-1 Financing Statements (the "Substitute Documents"), to provide Lender with a first priority lien on the proposed Substitute Premises, subject only to the Substitute Premises Permitted Exceptions, and all other rights, remedies and benefits with respect to the proposed Substitute Premises which Lender holds in the Premises to be replaced, all of which documents shall be in form and substance reasonably satisfactory to Lender. (13) Borrower shall have delivered to Lender certificates of insurance and insurance policies showing that all insurance required by the Substitute Documents is in full force and effect. Upon satisfaction of the foregoing conditions with respect to the release of a Premises: (a) the proposed Substitute Premises shall be deemed substituted for the Premises to be replaced; (b) the Loan Amount for the Substitute Premises shall be the same as for the replaced Premises; (c) the Substitute Premises shall be referred to herein as a "Premises" and included within the definition of "Premises" and shall secure the same Obligations as were secured by the Premises that were replaced; (d) the Substitute Documents shall be dated as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment)substitution; (iie) Program type (i.e.Lender will release, MEDLOANSor cause to be released, LAW Loansthe lien of the Mortgage, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balanceUCC-1 Financing Statements and any other Loan Documents encumbering the replaced Premises; and (vif) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as at the closing of the date of substitution, with all Borrower shall convey without warranty or recourse the replaced Premises to a third party (including without limitation Lessee, but excluding any of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIBorrower Group).

Appears in 1 contract

Samples: Loan Agreement (Friendly Ice Cream Corp)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, (A) The County and the Seller may, at its option, Corporation may substitute Eligible Loans real property for all or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as part of the date Facilities for purposes of substitution to the Trust Student Loans for which they are being substituted Site Lease and the Facilities Lease, but only with respect to the following characteristicswritten consent of the Certificate Insurer and after the County shall have filed with the Corporation and the Trustee the following: (i) status (i.e., in-school, grace, deferment, forbearance executed copies of the Facilities Lease and the Site Lease or repayment);amendments thereto containing the amended description of the Facilities, (ii) Program type (i.e.a Certificate of the County with copies of the Facilities Lease and the Site Lease, MEDLOANSif needed, LAW Loans, MBA Loans or Signature Student Loans);amendments thereto containing the amended description of the Facilities stating that such documents have been duly recorded in the official records of the County Recorder of the County, (iii) school type;a Certificate of the County evidencing that the annual fair rental value of the Facilities which will constitute the Facilities after such substitution will be at least equal to 100% of the maximum amount of Base Rental Payments becoming due in the then current year ending June 1 and in any subsequent year ending June 1 and that the remaining useful life of the Facilities is not less than the remaining term of the Lease, (iv) total return;a leasehold owner's policy or policies or a commitment for such policy or policies or an amendment or endorsement to an existing policy or policies resulting in title insurance with respect to the Facilities after such substitution in an amount at least equal to the outstanding principal component of the Base Rental Payments, each such insurance instrument, when issued, shall name the Trustee as the insured, and shall insure the leasehold estate of the Corporation in such substituted property subject only to such exceptions as do not substantially interfere with the County's right to use and occupy such substituted property and as will not result in an abatement of Base Rental Payments payable by the County under the Facilities Lease, (v) principal balance; a Certificate of the County stating that the County has beneficial use and occupancy of the Facilities, and (vi) remaining term to maturity. In additionan Opinion of Counsel stating that such amendment or modification (i) complies with the terms of this Facilities Lease; (ii) will, each substituted Eligible Loan upon the execution and delivery thereof, be valid and binding upon the Corporation and the County; and (iii) will comply, as of not cause the date of substitution, with all of interest represented by the representations and warranties made hereunder. In choosing Eligible Loans Certificates to be substituted included in gross income for federal income tax purposes. (B) The County and the Corporation hereby agree that the Facilities or portion thereof for which other real property is substituted, pursuant to Section 2.03(A), shall be released from the Site Lease and this Article VIFacilities Lease, the Seller and shall make a reasonable determination that the Eligible Loans to no longer be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement encumbered thereby and related Xxxx of Sale regarding such substituted Loans will be executed and delivered hereby or by the applicable parties. In Trust Agreement at such time as the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee County shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIcaused said substitution.

Appears in 1 contract

Samples: Facilities Lease

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-schoolin­school, grace, deferment, forbearance or repayment);repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans);, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct­to­Consumer Loans or Private Consolidation Loans); (iii) school type;type; (iv) total return;return; (v) principal balance; balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Sale Agreement

Substitution. (a) In lieu of repurchasing Trust Student Loans pursuant to this Article VISection 6.1 hereof, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) principal balance; (ii) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiiii) Program program type (i.e.i.e. , MEDLOANS, LAW Loans, MBA Unsubsidized Consolidation Loans or Signature Student LoansSubsidized Consolidation Loans (pre-1993 vs. post-1993); (iii) school type); (iv) total returnschool type (if available); (v) principal balanceinterest rate; and (vi) remaining term to maturity. ; provided that, none of the Substituted Loans shall have a maturity date later than six months prior to the Class B Maturity Date. (b) In addition, each substituted Eligible Substituted Loan will comply, as of the related Purchase Date or as of the date of substitutionotherwise noted, with all of the representations and warranties made hereunderpursuant to Section 5.2 hereof. In choosing Eligible Loans to be substituted pursuant to this Article VISection 6.2, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale the Subsequent Purchase Agreement and related Subsequent Xxxx of Sale regarding such substituted Substituted Loans will be executed and delivered by an Authorized Officer or agent of the applicable parties. In . (c) The Seller shall remit (i) in the event that the Seller elects to substitute Eligible Loans pursuant to this Article VISection 6.2, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Substituted Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator substituted and (ii) an amount equal to all non-guaranteed accrued interest amounts (including, without limitation, Interest Subsidy Payments) and forfeited Special Allowance Payments with respect to the Trust Student Loans Loans, in each case in the manner provided in Section 2.06 2.6 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Purchase Agreement (Chase Education Loan Trust 2007-A)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Purchase Agreement (SLM Private Credit Student Loan Trust 2006-A)

Substitution. In lieu A. Borrower shall have the right to obtain a release of repurchasing Trust Student Loans all liens granted in favor of Lender with respect to a Premises by substituting a Substitute Premises for such Premises if: (1) the terms of Section 10.A(7) permit such substitution; (2) there is an event that results in a default under, or an event that, but for the passage of time or giving of notice would be a default under, Section 7.D., 7.E. or 7.F. hereof; or (3) Borrower determines for any reason to make a substitution, provided, however, that Borrower may not substitute more than seven (7) of the Premises pursuant to the provisions of this Article VI, subitem (3). B. Borrower's right to substitute a Substitute Premises for a Premises pursuant to the Seller may, at preceding subsection A. shall be subject to the fulfillment of each of the following terms and conditions: (1) Borrower shall provide Lender with notice of its option, intention to substitute Eligible Loans a Substitute Premises. Any notice (the "Proposed Substitution Notice") with respect to a proposed substitution pursuant to the preceding subsection A(1) must be delivered within the 30 day period following Borrower's receipt of the FCCR Amount Notice and the closing of the substitution shall take place within the 60 day period following Borrower's delivery of the Proposed Substitution Notice. Any substitution pursuant to the preceding subsection A(2) or arrange A(3) shall take place within 60 days after delivery to Lender of the substitution notice. (2) Borrower must provide for the substitution of Eligible Loans which are substantially similar a Substitute Premises, and the proposed Substitute Premises must: (a) be a Permitted Concept, in good condition and repair, ordinary wear and tear excepted; (b) have for the twelve month period preceding the date of the closing of such substitution a Fixed Charge Coverage Ratio (with the definitions of Section 7.J being deemed to be modified if necessary and as applicable to provide for a calculation of the Fixed Charge Coverage Ratio for each of the Substitute Premises, and the Premises being replaced on an individual basis rather than on an aggregate basis with the other Substitute Premises and the other Premises, respectively) at least equal to the Fixed Charge Coverage Ratio for the Premises being replaced and the substitution must not cause a breach of any Fixed Charge Coverage Ratio requirement under this Agreement; (c) be owned in fee simple by Borrower; (d) Borrower's right, title and interest in and to each proposed Substitute Premises shall be free and clear of all liens, restrictions, easements and encumbrances, except such matters as are acceptable to Lender (the "Substitute Premises Permitted Exceptions"); and (e) have a fair market value no less than the greater of the then fair market value of the Premises to be replaced or the fair market value of such Premises as of the date Closing, all as reasonably determined by Lender's in-house inspectors and underwriters utilizing the same valuation method as used in connection with the Closing. (3) Lender shall have inspected and approved the Substitute Premises utilizing Lender customary site inspection and underwriting approval criteria. Borrower shall have reimbursed Lender for all of substitution its costs and expenses incurred with respect to the Trust Student Loans for which they are being substituted such proposed substitution, including, without limitation, Lender's site inspectors' costs and expenses with respect to the following characteristics:proposed Substitute Premises. Borrower shall be solely responsible for the payment of all costs and expenses resulting from such proposed substitution, including, without limitation, the cost of title insurance premiums and endorsements, the cost of personal property lien insurance premiums and endorsements, survey charges, stamp taxes, mortgage taxes, transfer fees, escrow, filing and recording fees and UCC filing and recording fees (including preparation, filing and recording fees for UCC continuation statements), the cost of environmental due diligence undertaken pursuant to subsection (7) below, including, without limitation, the cost of environmental insurance, and the reasonable attorneys' fees and expenses of counsel to Borrower and Lender. (i4) status Lender shall have received a preliminary title report and irrevocable commitment to insure title in the amount of the then outstanding principal balance of the Loan relating to the Premises to be replaced by means of a mortgagee's ALTA extended coverage policy of title insurance (i.e.or its equivalent, in-schoolin the event such form is not issued in the jurisdiction where the proposed Substitute Premises is located) for such proposed Substitute Premises issued by Title Company showing good and marketable title in the real property comprising the Substitute Premises vested in Borrower and committing to insure Lender's first priority lien upon and security interest in the proposed Substitute Premises, grace, deferment, forbearance or repayment);subject only to the Substitute Premises Permitted Exceptions and containing endorsements substantially comparable to those required by Lender at the Closing. (ii5) Program type Lender shall have received an irrevocable commitment issued by First American Corporation to insure Lender's first priority lien upon and security interest in the "Personal Property" (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans);as defined in the Substitute Documents) subject only to such exceptions as Lender shall approve and containing endorsements substantially comparable to those required by Lender at the Closing. (iii6) school type;Lender shall have received a current ALTA survey of such proposed Substitute Premises or its equivalent, the form of which shall be comparable to those received by Lender at the Closing and sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted, and disclosing no matters other than the Substitute Premises Permitted Exceptions. (iv7) total return;Lender shall have completed such environmental due diligence of each of the Premises as it deems necessary or advisable in its sole discretion, including, without limitation, receiving an environmental insurance policy with respect to such proposed Substitute Premises in form and substance and issued by such environmental insurance company as is acceptable to Lender in its sole discretion, and Lender shall have approved the environmental condition of the Substitute Premises in its sole discretion. (v) principal balance; and8) Borrower shall deliver, or cause to be delivered, with respect to Borrower and Lessee and the Substitute Premises, opinions of Counsel in form and substance comparable to those received at Closing (but also addressing such matters unique to the Substitute Premises as may be reasonably required by Lender). (vi9) remaining term Borrower shall have provided Lender with evidence reasonably satisfactory to maturity. In additionLender that the Substitute Premises is properly zoned for use as a Permitted Concept and that such use constitutes a legal, each substituted Eligible conforming use under applicable zoning requirements. (10) no Event of Default shall have occurred and be continuing under any of the Loan will complyDocuments. (11) Borrower and Lessee shall have executed such documents as are comparable to the security documents executed and delivered at Closing, as applicable (but with such revisions as may be reasonably required by Lender to address matters unique to the Substitute Premises) or amendments to such documents, including, without limitation, a Mortgage, amendments to the Lease, Memoranda and License Agreement, and UCC-1 Financing Statements (the "Substitute Documents"), to provide Lender with a first priority lien on the proposed Substitute Premises, subject only to the Substitute Premises Permitted Exceptions, and all other rights, remedies and benefits with respect to the proposed Substitute Premises which Lender holds in the Premises to be replaced, all of which documents shall be in form and substance reasonably satisfactory to Lender. (12) the representations and warranties set forth in the Substitute Documents and Section 6 of this Agreement applicable to the proposed Substitute Premises shall be true and correct in all material respects as of the date of substitution, with and Borrower shall have delivered to Lender an officer's certificate to that effect. (13) Borrower shall have delivered to Lender certificates of insurance and insurance policies showing that all insurance required by the Substitute Documents is in full force and effect. Upon satisfaction of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts foregoing conditions with respect to the Trust Student Loans in release of a Premises: (a) the manner provided in Section 2.06 proposed Substitute Premises shall be deemed substituted for the Premises to be replaced; (b) the Loan Amount for the Substitute Premises shall be the same as for the replaced Premises; (c) the Substitute Premises shall be referred to herein as a "Premises" and included within the definition of "Premises" and shall secure the same Obligations as were secured by the Premises that were replaced; (d) the Substitute Documents shall be dated as of the Administration Agreement. The sole remedy date of the Purchasersubstitution; (e) Lender will release, or cause to be released, the Trusteelien of the Mortgage, UCC-1 Financing Statements and any other Loan Documents encumbering the Noteholders and replaced Premises; and (f) at the Certificateholders with respect closing of the substitution, Borrower shall convey without warranty or recourse the replaced Premises to a breach by third party (including without limitation Lessee, but excluding any of the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIBorrower Group).

Appears in 1 contract

Samples: Loan Agreement (Friendly Ice Cream Corp)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VINotwithstanding the previous paragraph, the Seller may, at its optionoption and assuming that Seller has a Qualified Substitute Revolving Credit Loan or Loans, rather than repurchase the Revolving Credit Loan as provided above, remove such Revolving Credit Loan ("Deleted Revolving Credit Loan") and substitute Eligible Loans in its place a Qualified Substitute Revolving Credit Loan or arrange Loans. If the Seller has no Qualified Substitute Revolving Credit Loan, it shall repurchase the Defective Revolving Credit Loan. As to any Deleted Revolving Credit Loan for which the Seller substitutes a Qualified Substitute Revolving Credit Loan or Loans, the Seller shall effect such substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution by delivering to the Trust Student Purchaser or its designee for such Qualified Substitute Revolving Credit Loan or Loans for which they the Legal Documents as are being substituted required by Section 2. Upon such substitution, such Qualified Substitute Revolving Credit Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance such Qualified Substitute Revolving Credit Loan or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the covenants, representations and warranties made hereunderset forth in Sections 3.01, 3.02 and 3.03. In choosing Eligible Loans to be substituted pursuant to this Article VI, For any month in which the Seller shall make a reasonable determination that the Eligible substitutes one or more Qualified Substitute Revolving Credit Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Deleted Revolving Credit Loans, the Seller will remit determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Revolving Credit Loans as of the date of substitution (after application of scheduled principal payments due in the month of substitution which have been received or as to which an advance has been made) is less than the aggregate outstanding principal balance of all such Deleted Revolving Credit Loans. The amount of such shortfall shall be paid by the Seller on the date of such substitution by wire transfer of immediately available funds directly to the Administrator Purchaser's Account. If the amount of any shortfall between the Purchase Amount aggregate principal balance of all such Qualified Substitute Revolving Credit Loans as of the substituted Eligible Loans and date of substitution (after application of scheduled principal payments due in the Purchase Amount month of substitution which have been received or as to which an advance has been made) is greater than the aggregate outstanding principal balance of all such Deleted Revolving Credit Loans, the amount of such overage shall be credited to the Seller on the date of such substitution by wire transfer of immediately available funds directly to the Purchaser's Account. Any repurchase of a Defective Revolving Credit Loan required hereunder shall be accomplished by payment of the Trust Student Loans for which they are being substituted. The Seller shall also remit applicable Repurchase Price within 3 Business Days of the expiration of the applicable time period referred to above in paragraph 3.04(c) by wire transfer of immediately available funds directly to the Administrator an amount equal to all interest amounts with respect to Purchaser's Account. It is understood and agreed that the Trust Student Loans in the manner provided obligations of a Seller (a) set forth in Section 2.06 3.04(c) to cure any breach of Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 or to repurchase the Defective Revolving Credit Loan(s) and (b) set forth in Section 5.01 to indemnify the Purchaser in connection with any breach of a Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 shall constitute the sole remedies of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to Purchaser respecting a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VIof such representations and warranties. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIIntentionally omitted.

Appears in 1 contract

Samples: Purchase, Sale & Servicing Agreement (E Loan Inc)

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit J hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans or arrange for prior to the substitution last day of Eligible Loans which are substantially similar on an aggregate basis as of the Due Period next preceding the date of substitution shall not be property of the Issuer, but will be retained by the Servicer and remitted by the Servicer to the Trust Student Seller on the next succeeding Payment Date. Scheduled Payments due on a Defective Loan prior to the last day of the Due Period next preceding the date of substitution shall be property of the Issuer, and after such last day of the Due Period next preceding the date of substitution the Seller shall be entitled to retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans for which they are being so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, the Qualified Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, the Issuer shall be deemed to have made the representations, and warranties with respect to the following characteristics: (i) status (i.e.each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Agreement, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties in Section 5.1 and 5.2 to the same extent as for any other Pledged Loan. In connection with the substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate principal balance of all such Qualified Substitute Loans as of the date of substitution is less than the aggregate principal balance of all such Defective Loans (after application of the principal portion of the Scheduled Payments due in the month of substitution that are to be distributed to the Issuer in the month of substitution). If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. Such Substitution Adjustment Amount shall be treated as if it were a portion of the Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Agreement, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Defective Loan should the applicable Seller fail to perform its obligation under the Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee. If a Seller repurchases a Pledged Loan as a Defective Loan or provides a Qualified Substitute Loan for a Defective Loan, then the Issuer shall automatically and without further action sell, transfer, assign, set over and otherwise convey to such Seller, without recourse, representation or warranty, all of the Issuer’s right, title and interest in and to the related Defective Loan, the related Timeshare Property, the Loan File relating thereto and any other related Pledged Assets, all monies due or to become due with respect thereto and all Collections with respect thereto (including payments received from Obligors from and including the last day of the Due Period next preceding the date of transfer, subject to the payment of any Substitution Adjustment Amount). The Issuer shall execute such documents, releases and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the applicable Seller to effect the conveyance of such Defective Loan, the related Timeshare Property and related Loan File pursuant to this Section 5.4(b). Promptly after the repurchase of Defective Loans in respect of which the Release Price has been paid or a Qualified Substitute Loan has been provided, on such date, the Issuer shall direct the Servicer to delete such Defective Loans from the Loan Schedule. The obligations of the Issuer set forth in Section 5.4(a) shall constitute the sole remedy against the Issuer with respect to any breach of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement set forth in Section 5.1 and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit Section 5.2 available hereunder to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VICollateral Agent.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Cendant Corp)

Substitution. In lieu A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if: (i) the terms of Section 21.B of this Lease require a Rejectable Substitution Offer to be made (each, a "Casualty/Condemnation Substitution"); or (ii) the terms of Section 23.A(ix) (1) of this Lease permit a Rejectable Substitution Offer to be made (each, a "FCCR Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have the right to deliver a Rejectable Substitution Offer to substitute a Substitute Property for a Property if Lessee determines for any reason to make a substitution (each, a "Discretionary Substitution"); provided, however, that once Lessee has done Casualty/Condemnation Substitutions, Discretionary Substitutions and/or FCCR Substitutions for a total of two Properties in the aggregate, Lessee shall no longer have the right to deliver a Rejectable Substitution Offer with respect to a Discretionary Substitution. Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 57. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 57.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If the Mortgage corresponding to the Property to be substituted replaced is still outstanding, any rejection of the Rejectable Substitution Offer by Lessor shall not be effective unless it is consented to in writing by Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer or if Lender does not consent in writing to any rejection of the Rejectable Substitution Offer by Lessor, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 57. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects substitution conditions set forth in this Section 57, and such rejection is consented to substitute Eligible Loans pursuant to this Article VIby Lender, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

Appears in 1 contract

Samples: Master Lease (O Charleys Inc)

Substitution. (a) In lieu of repurchasing reacquiring or repurchasing, as applicable, Trust Student Loans pursuant to this Article VISection 6.1 hereof, the Seller Transferor may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) principal balance; (ii) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiiii) Program program type (i.e., MEDLOANS, LAW Loans, MBA Unsubsidized Consolidation Loans or Signature Student LoansSubsidized Consolidation Loans (pre-1993 vs. post-1993); (iii) school type); (iv) total returnschool type (if available); (v) principal balanceinterest rate; and (vi) remaining term to maturity. ; provided that, none of the Substituted Loans shall have a maturity date later than six months prior to the Class B Maturity Date. (b) In addition, each substituted Eligible Substituted Loan will comply, as of the related Transfer Date or as of the date of substitutionotherwise noted, with all of the representations and warranties made hereunderpursuant to Section 5.2 hereof. In choosing Eligible Loans to be substituted pursuant to this Article VISection 6.2, the Seller Transferor shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale the Subsequent Transfer Agreement and related Subsequent Xxxx of Sale Transfer regarding such substituted Substituted Loans will be executed and delivered by an Authorized Officer or agent of the applicable parties. In . (c) The Transferor shall remit (i) in the event that the Seller Transferor elects to substitute Eligible Loans pursuant to this Article VISection 6.2, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Substituted Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator substituted and (ii) an amount equal to all non-guaranteed accrued interest amounts (including, without limitation, Interest Subsidy Payments) and forfeited Special Allowance Payments with respect to the Trust Student Loans Loans, in each case in the manner provided in Section 2.06 2.6 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Transfer Agreement (Chase Education Loan Trust 2007-A)

Substitution. In lieu The Issuer (the “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of repurchasing Trust Student Loans pursuant to this Article VIthe relevant Noteholders or Couponholders, substitute the Parent or any subsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the Seller mayrelative Receipts and Coupons, at the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement (the “Substitute Issuer”) provided that: (a) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) the Substitute Issuer shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the terms and conditions of the relevant Notes, Receipts and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes) the provisions of the Note Agency Agreement as fully as if the Substitute Issuer had been named in the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its optionobligations as principal debtor in respect of the relevant Notes, substitute Eligible Loans Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement; (c) without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or arrange in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (d) the Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of Eligible Loans which its obligations under the Substitution Documents and that all such approvals and consents are substantially similar on an aggregate basis as in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the date relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the proposed substitution of the Substitute Issuer, such Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement; (h) in the case of substitution of TCCI or a Canadian subsidiary of the Parent in place of the Retiring Issuer, no withholding or other taxes will be payable or required to the Trust Student Loans for which they are being substituted with respect to the following characteristics:be withheld by any such Substitute Issuer; (i) status legal opinions shall have been delivered to the Agent or (i.e.in the case of Registered Notes) the Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, in-schoolas appropriate, gracethat upon the substitution taking place, defermentthe Substitution Documents constitute legal, forbearance or repayment); valid and binding obligations of the Substitute Issuer and the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement are legal, valid and binding obligations of the Substitute Issuer enforceable in accordance with their terms; and (ii) Program type in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, in the event any Credit Support Agreements are entered into under paragraph (i.e.a) above, MEDLOANSconfirming that any such Credit Support Agreements constitute legal, LAW Loansvalid and binding obligations of the Parent, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balanceTFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (vij) remaining term in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to maturitythe consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes) the Registrar and the Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. In addition, each substituted Eligible Loan will comply, as Upon execution of the date Substitution Documents as referred to in paragraph (b) above, (i) the Substitute Issuer shall be the relevant Issuer named in the relevant Notes, the Receipts and Coupons, the Agency Agreement and (in the case of substitutionRegistered Notes) the Note Agency Agreement as principal debtor in place of the Retiring Issuer and the relevant Notes, with Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the representations relevant Notes, Receipts and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VICoupons, the Seller shall make a reasonable determination that Agency Agreement and (in the Eligible Loans to be substituted will not have a material adverse case of Registered Notes) the Note Agency Agreement. With effect on and from the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx time of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In substitution of the event that Substitute Issuer in place of the Seller elects Retiring Issuer: (A) the Retiring Issuer has no further obligations to substitute Eligible Loans pursuant to this Article VI, the Seller will remit any Noteholder or Couponholder in relation to the Administrator relevant Notes, Receipts and Coupons; (B) the amount of any shortfall between Substitute Issuer has rights which the Purchase Amount Retiring Issuer had in respect of the substituted Eligible Loans relevant Notes, Receipts and Coupons (in each case subject to paragraph (c) above); and (C) the Purchase Amount of Substitute Issuer has assumed the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, obligations towards the Noteholders and Couponholders which the Certificateholders Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall be deposited with respect to a breach and held by the Seller pursuant to Article V hereof shall be to require Agent and (in the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as case of Registered Notes) copied to the occurrence Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any condition requiring of the purchase relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of any Trust Student Loan Registered Notes) the Note Agency Agreement or the reimbursement for any interest penalty pursuant Substitution Documents. Within 14 days of a substitution taking effect under this Condition 14, the Retiring Issuer shall give notice of such substitution to this Article VIthe relevant Noteholders in accordance with Condition 16.

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit F hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to receive and retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Servicer shall deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related Xxxx of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-schoolin­school, grace, deferment, forbearance or repayment);repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans);Loans); (iii) school type;type; (iv) total return;return; (v) principal balance; balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related Xxxx of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Sale Agreement

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit J hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such last day of the Due Period next preceding the date of substitution the Seller shall be entitled to retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer's representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related Xxxx of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Cendant Corp)