Common use of Transfer Facility Clause in Contracts

Transfer Facility. (a) On the terms and subject to the conditions set forth in this Agreement: (i) Transferor (or the Servicer on Transferor's behalf) may from time to time on and after the Closing Date and prior to the Amortization Date for each applicable Group, transfer and assign Receivable Interests to one or more of the Groups of its choosing by delivering a Transfer Notice to the applicable Co-Agents in accordance with Section 1.2; and (ii) Not later than 12:00 p.m. (New York time) on the proposed date of transfer, each of the recipient Co-Agents shall determine whether its Conduit will acquire its Group's Receivable Interest, and in the event that any applicable Conduit elects not to make any such acquisition, its Co-Agent shall promptly notify Transferor and that Conduit's Liquidity Banks of such fact, whereupon, except as set forth in Section 1.1(a)(iii), each of its Liquidity Banks severally agrees to acquire on such proposed date of transfer its Ratable Share of such Receivable Interest, on the terms and subject to the conditions hereof, PROVIDED that (A) at no time may the Group Invested Amount of any Group at any one time outstanding exceed such Group's Group Limit, and (B) at no time may the Aggregate Invested Amount outstanding hereunder exceed the lesser of the Transfer Limit and the Adjusted Pool Balance. (iii) In the event that pursuant to Section 1.1(a)(ii), a Co-Agent notifies Transferor that its Conduit will not acquire its Group's Receivable Interest on a proposed date of transfer (such Conduit, a "DECLINING CONDUIT"), then, Transferor may offer that Group's Receivable Interest to a different Group by delivery of another written Transfer Notice (a "SUBSTITUTE TRANSFER NOTICE") to the applicable Co-Agent not later than 1:00 p.m. (New York time). Following receipt of a Substitute Transfer Notice, the recipient Co-Agent shall promptly notify Transferor whether its Conduit will acquire the offered Receivable Interest. If such Co-Agent notifies Transferor that its Conduit will not acquire such Receivables Interest, then Transferor (A) shall promptly and irrevocably cancel the Substitute Transfer Notice by written notice delivered to the applicable Co-Agent not later than 2:00 p.m. (New York time) on such date and (B) shall either (1) cancel the original Transfer Notice by irrevocable written notice to the applicable Co-Agent delivered not later than 2:00 p.m. (New York time) on such date, or (2) deliver a further irrevocable written Transfer Notice (a "SECOND TRANSFER NOTICE") to the Co-Agent that received the original Transfer Notice with respect to the such Receivable Interest stating that the Transferor elects to have the Receivable Interest acquired by such Co-Agent's Group's Liquidity Banks, whereupon the applicable Liquidity Banks shall be obligated to acquire their respective Ratable Shares of such Receivable Interest on the next Business Day following the delivery of the Second Transfer Notice. (b) Each Group's Liquidity Banks' Commitments to Transferor under this Agreement shall terminate on such Group's Amortization Date (although their Liquidity Commitments to their respective Conduits may continue beyond such date). Nothing contained in this Agreement shall, or shall be deemed to, constitute a commitment by any Conduit to acquire any Receivable Interest. (c) Transferor may upon at least ten (10) Business Days' irrevocable notice to the applicable Co-Agent, with a copy to the Administrative Agent, terminate in whole or reduce in part the unused portion of any Group's Group Limit; PROVIDED that (i) each partial reduction of a Group Limit shall be in an aggregate amount at least equal to $10,000,000 and any larger integral multiple of $1,000,000, (ii) in no event shall any Group's Group Limit be reduced to less than $40,000,000 unless it is reduced to $0, (iii) each partial reduction of a Group Limit shall reduce that Group's Liquidity Banks' Commitments ratably in accordance with their respective Ratable Shares, and (iv) each reduction of a Group Limit shall reduce the Transfer Limit in a like amount.

Transfer Facility. (a) On the terms and subject to the conditions set forth in this Agreement: (i) Transferor (or the Servicer on Transferor's behalf) may from time to time on and after the Closing Date and prior to the Amortization Date for each applicable Group, transfer and assign Receivable Interests to one or more of the Groups of its choosing by delivering a Transfer Notice to the applicable Co-Agents in accordance with Section 1.2; and (ii) Not later than 12:00 p.m. (New York time) on the proposed date of transfer, each of the recipient Co-Agents shall determine whether its Conduit will acquire its Group's Receivable Interest, and in the event that any applicable Conduit elects not to make any such acquisition, its Co-Agent shall promptly notify Transferor and that Conduit's Liquidity Banks of such fact, whereupon, except as set forth in Section 1.1(a)(iii), each of its Liquidity Banks severally agrees to acquire on such proposed date of transfer its Ratable Share of such Receivable Interest, on the terms and subject to the conditions hereof, PROVIDED that (A) at no time may the Group Invested Amount of any Group at any one time outstanding exceed such Group's Group Limit, and (B) at no time may the Aggregate Invested Amount outstanding hereunder exceed the lesser of the Transfer Limit and the Adjusted Pool Balance. (iii) In the event that pursuant to Section 1.1(a)(ii), a Co-Agent notifies Transferor that its Conduit will not acquire its Group's Receivable Interest on a proposed date of transfer (such Conduit, a "DECLINING CONDUIT"), then, Transferor may offer that Group's Receivable Interest to a different Group by delivery of another written Transfer Notice (a "SUBSTITUTE TRANSFER NOTICE") to the applicable Co-Agent not later than 1:00 p.m. (New York time). Following receipt of a Substitute Transfer Notice, the recipient Co-Agent shall promptly notify Transferor whether its Conduit will acquire the offered Receivable Interest. If such Co-Agent notifies Transferor that its Conduit will not acquire such Receivables Interest, then Transferor (A) shall promptly and irrevocably cancel the Substitute Transfer Notice by written notice delivered to the applicable Co-Agent not later than 2:00 p.m. (New York time) on such date and (B) shall either (1) cancel the original Transfer Notice by irrevocable written notice to the applicable Co-Agent delivered not later than 2:00 p.m. (New York time) on such date, or (2) deliver a further irrevocable written Transfer Notice (a "SECOND TRANSFER NOTICESecond Transfer Notice") to the Co-Agent that received the original Transfer Notice with respect to the such Receivable Interest stating that the Transferor elects to have the Receivable Interest acquired by such Co-Agent's Group's Liquidity Banks, whereupon the applicable Liquidity Banks shall be obligated to acquire their respective Ratable Shares of such Receivable Interest on the next Business Day following the delivery of the Second Transfer Notice. (b) Each Group's Liquidity Banks' Commitments to Transferor under this Agreement shall terminate on such Group's Amortization Date (although their Liquidity Commitments to their respective Conduits may continue beyond such date). Nothing contained in this Agreement shall, or shall be deemed to, constitute a commitment by any Conduit to acquire any Receivable Interest. (c) Transferor may upon at least ten (10) Business Days' irrevocable notice to the applicable Co-Agent, with a copy to the Administrative Agent, terminate in whole or reduce in part the unused portion of any Group's Group Limit; PROVIDED that (i) each partial reduction of a Group Limit shall be in an aggregate amount at least equal to $10,000,000 and any larger integral multiple of $1,000,000, (ii) in no event shall any Group's Group Limit be reduced to less than $40,000,000 unless it is reduced to $0, (iii) each partial reduction of a Group Limit shall reduce that Group's Liquidity Banks' Commitments ratably in accordance with their respective Ratable Shares, and (iv) each reduction of a Group Limit shall reduce the Transfer Limit in a like amount.