Transfer Obligation Sample Clauses
Transfer Obligation. (a) In consideration of the transactions contemplated by the Basic Documents, the Loan Originator agrees and covenants with the Depositor that:
(i) In connection with each Disposition it shall fund, or cause to be funded, reserve funds, pay credit enhancer fees, pay, or cause to be paid, underwriting fees, fund any difference between the cash Disposition Proceeds and the aggregate Note Principal Balance at the time of such Disposition, and make, or cause to be made, such other payments as may be, in the reasonable opinion of the Disposition Agent, commercially reasonably necessary to effect Dispositions, in each case to the extent that Disposition Proceeds are insufficient to pay such amounts;
(ii) In connection with Hedging Instruments, on the Business Day prior to each Payment Date, it shall deliver to the Servicer for deposit into the Transfer Obligation Account any Hedge Funding Requirement (to the extent amounts available on the related Payment Date pursuant to Section 5.01 are insufficient to make such payment), when, as and if due to any Hedging Counterparty;
(iii) if any Interest Carry-Forward Amount shall occur, it shall deposit into the Transfer Obligation Account any such Interest Carry-Forward Amount on or before the Business Day preceding such related Payment Date;
(iv) If on any Business Day there exists an Overcollateralization Shortfall, upon the written direction of the Note Agent, it shall on such Business Day deposit into the Transfer Obligation Account the full amount of the Overcollateralization Shortfall as of such date, provided, that in the event that notice of such Overcollateralization Shortfall is provided to the Loan Originator after 3:00 p.m. New York City time, the Loan Originator shall make such deposit on the following Business Day; and
(v) Notwithstanding anything to the contrary herein, in the event of the occurrence of an Event of Default under the Indenture, the Loan Originator shall promptly deposit into the Transfer Obligation Account the entire amount of the Unfunded Transfer Obligation; provided, that notwithstanding anything to the contrary contained herein, the Loan Originator's cumulative payments under or in respect of the Transfer Obligations (after subtracting therefrom any amounts returned to the Loan Originator pursuant to Section 5.05(i)) together with the Servicer's payments in respect of any Servicer Puts shall not in the aggregate exceed the Unfunded Transfer Obligation.
(b) The Loan Originator agrees tha...
Transfer Obligation. The obligation of the Loan Originator under Section 5.06 hereof to make certain payments in connection with Dispositions and other related matters. Transfer Obligation Account: The account designated as such, established and maintained pursuant to Section 5.05 hereof.
Transfer Obligation. If (i) any representation or warranty under Sections 2.4(a), (b) or (c) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust, (ii) there is a breach of any covenant under Section 2.8(c) with respect to any Receivable and such breach has a material adverse effect on the Certificateholders' Interest in such Receivable, (iii) the Trust's interest in any Receivable is not a first priority perfected ownership or security interest at any time as a result of any action taken by, or any failure to take action by, the Company, (iv) there is a breach of any covenant under Section 2.8(p) or (v) any Dilution Adjustment is made (any Receivable as to which the conditions specified in any of clauses (i), (ii), (iii) or (v) of this Section 2.5(a) exists is referred to herein as an "INELIGIBLE RECEIVABLE") then, upon the earlier (the date on which such earlier event occurs, the "TRANSFER OBLIGATION DATE") of the discovery by the Company of any such event which continues unremedied or receipt by the Company of written notice given by the Trustee or the Servicer of any such event which continues unremedied (but in the case of clause (iv), in no event later than 2 Business Days after such event occurs), the Company shall become obligated to deposit or cause to be deposited into the Collection Account the Transfer Deposit Amount with respect to such Ineligible Receivable in order to transfer such Ineligible Receivables on the terms and conditions set forth in Section 2.5(b) or, in the case of clause (iv), to remedy the breach under Section 2.8(p).
Transfer Obligation. The Bank agrees that any Collections that it (or any other Person on its behalf) receives (for any reason whatsoever) in respect of Purchased Diversified Payment Rights will be: (A) if received or held by the Bank, held by it in trust and deposited into the Collateral Account or any Concentration Account, and (B) if received by another person on behalf of the Bank (including any Depositary Bank for which an Acknowledgment is not in effect), instructed to be so deposited, in each case promptly (but in any event within two Business Days after the Bank’s obtaining actual knowledge of its (or such other Person’s) receipt thereof); provided that: (1) at any time during which it has elected to fund the Coverage Reserve Account in order to avoid the occurrence of an Early Amortization Event with respect to any Series, such Collections will be held by it in trust and promptly (but in any event within two Business Days after the Bank’s obtaining actual knowledge of its (or such other person’s) receipt thereof) deposited into the Coverage Reserve Account, (2) subject to subclause (1), if: (y) an amount at least equal to the Required Amount for the next Payment Date is collectively on deposit in the Collateral Account and Series Accounts or (z) no Early Amortization Period with respect to any Series exists, then the Bank may retain all such Collections as a payment to the Bank under the Originator Note, and (3) any amounts that it receives in accordance with the terms of the Transaction Documents as a payment to it under the Originator Note may be retained by it.
Transfer Obligation. Immediately upon the expiration or any earlier termination of this Agreement, the Service Provider will transfer all the Membership Interests in ServCo and all ServCo corporate books and records to LIPA or, at LIPA’s direction, its designee free and clear of all Liens and Encumbrances and LIPA shall accept such transfer at no cost to LIPA or its designee. The Parties shall mutually agree upon such instruments, agreements and other documents as may be reasonably necessary to effect such transfer. Following such transfer of the ServCo Membership Interests, the Service Provider shall have no further legal or financial responsibility with respect to the performance of any contracts, leases or licenses held by or in the name of ServCo, or in relation to any pension, “other post-employment benefits” and other employee and vendor obligations, other than for liabilities or obligations which the Service Provider (distinguished from ServCo) may have assumed for periods prior to such transfer which remain outstanding.
Transfer Obligation. (a) In consideration of the transactions contemplated by the Basic Documents, the Transfer Obligor hereby agrees and covenants with the Depositor that:
Transfer Obligation. FORUM Credit Union is not obligated to make any transfer:
Transfer Obligation. Except as otherwise specifically provided in the Transaction Documents, the SPC agrees that any Collections or other proceeds that it receives (for any reason whatsoever) in respect of the Purchased Diversified Payment Rights in a manner not in compliance with the Transaction Documents shall be (i) if held by the SPC, deposited into the Collateral Account, and (ii) if held by another Person on behalf of the SPC (including the Servicer or any bank with which the SPC maintains an account), instructed to be deposited into the Collateral Account, in each case promptly (but in any event within two Business Days) after the SPC’s obtaining knowledge of its (or such other Person’s) receipt thereof.
Transfer Obligation. The Authority shall offer standard alternative accommodations, if available, where necessary repairs cannot be made within a reasonable period of time. Any offer of the Authority to transfer a Lessee due to fire does not obviate the charges or liability of the Lessee under this Article XIII.