Corridor Contracts Sample Clauses

Corridor Contracts. No later than two Business Days following each Distribution Date, the Trustee shall provide the Supplemental Interest Trustee with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Supplemental Interest Trustee obtaining actual knowledge of a Collateral Event (as defined in the ISDA Master Agreement), the Supplemental Interest Trustee shall (i) demand delivery of the Delivery Amount (as defined in the ISDA Master Agreement) from the Counterparty on each Valuation Date (as defined in the ISDA Master Agreement), if applicable, (ii) deliver to the Counterparty the Return Amount (as defined in the ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the ISDA Master Agreement), to the extent required under the ISDA Master Agreement and (iii) take such other action required under the ISDA Master Agreement. If a Delivery Amount is demanded, the Supplemental Interest Trustee shall open and maintain a segregated account meeting the requirements set forth in the ISDA Master Agreement to hold cash and other eligible investments pledged under the ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Master Agreement shall not be part of the Distribution Account or the Corridor Contract Reserve Fund unless remitted to such accounts by the Supplemental Interest Trustee in satisfaction of the obligations of the Counterparty under the ISDA Master Agreement. If Eligible Collateral with a Value (as defined in the ISDA Master Agreement) equal to the Delivery Amount is not delivered to the Supplemental Interest Trustee by the Counterparty, the Supplemental Interest Trustee shall promptly provide written notice to the Counterparty and Countrywide of such failure. Upon the Supplemental Interest Trustee obtaining actual knowledge of an Event of Default or Termination Event (each as defined in the ISDA Master Agreement) for which the Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in the ISDA Master Agreement), the Supplemental Interest Trustee shall act at the written direction of Countrywide as to whether to designate an Early Termination Date; provided, however, that, following such Event of Default or Termination Event and before designating an Early Termination Date, the Trustee or the...
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Corridor Contracts. The transactions evidenced by the related Confirmation, a form of which is attached hereto as Exhibit R. Corridor Contract Counterparty: Bear Xxxxxxx Financial Products Inc.
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Corridor Contracts. 82 ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER SECTION 4.01. Advances.....................................................84 SECTION 4.02. Priorities of Distribution...................................85 SECTION 4.03. [Reserved]...................................................90 SECTION 4.04. Allocation of Realized Losses................................90 SECTION 4.05. Cross-Collateralization......................................92 SECTION 4.06. Monthly Statements to Certificateholders.....................92 SECTION 4.07. Determination of Pass-Through Rates for COFI Certificates.................................................94 SECTION 4.08. Determination of Pass-Through Rates for LIBOR Certificates.................................................95 SECTION 4.09. Distributions from the Corridor Contract Reserve Fund........97
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Corridor Contracts. 82 ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER SECTION 4.01. Advances...................................................................................84 SECTION 4.02. Priorities of Distribution.................................................................85 SECTION 4.03. [Reserved].................................................................................90 SECTION 4.04. Allocation of Realized Losses..............................................................90 SECTION 4.05. Cross-Collateralization....................................................................92 SECTION 4.06. Monthly Statements to Certificateholders...................................................92 SECTION 4.07. Determination of Pass-Through Rates for COFI Certificates..................................94 SECTION 4.08. Determination of Pass-Through Rates for LIBOR Certificates.................................95 SECTION 4.09. Distributions from the Corridor Contract Reserve Fund......................................97 ARTICLE V THE CERTIFICATES SECTION 5.01. The Certificates...........................................................................98 SECTION 5.02. Certificate Register; Registration of Transfer and Exchange of Certificates................98 SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.........................................103 SECTION 5.04. Persons Deemed Owners.....................................................................103 SECTION 5.05. Access to List of Certificateholders' Names and Addresses.................................103 SECTION 5.06. Maintenance of Office or Agency...........................................................104
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Corridor Contracts. 75 SECTION 3.20. Prepayment Charges................................................................76
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Corridor Contracts. The Master Servicer shall cause Bank of America LLC (or its relevant affiliate) to assign all of its right, title and interest in and to the Corridor Contracts to, and shall cause all of Bank of America LLC's obligations in respect of such transaction to be assumed by, the Trustee on behalf of the Trust Fund, on the terms and conditions set forth in the Assignment Agreement. The Corridor Contracts will be assets of the Trust Fund but will not be assets of any REMIC. The Master Servicer, on behalf of the Trustee, shall cause to be deposited any amounts received from time to time with respect to the Corridor Contracts into the Corridor Contract Reserve Fund. The Master Servicer, on behalf of the Trustee, shall, upon receipt of direction from Bank of America LLC., prepare and deliver any notices required to be delivered under the Corridor Contracts. The Master Servicer, on behalf of the Trustee, shall act as calculation agent and/or shall terminate the Corridor Contracts, in each case upon the occurrence of certain events of default or termination events to the extent specified thereunder. Upon any such termination, the Corridor Contract Counterparty will be obligated to pay the Trustee, for the benefit of the Trust Fund, an amount in respect of such termination. Any amounts received by the Trustee for the benefit of the Trust Fund in respect of such termination shall be deposited and held in the Corridor Contract Reserve Fund and applied on future Distribution Dates to pay any Carryover Shortfall Amounts on the Class of Certificates related to that Corridor Contract. Any amounts remaining in the Corridor Contract Reserve Fund related to a particular Corridor Contract, after the Class Certificate Balance of the Certificates related to that Corridor Contract have been reduced to zero, will be distributed to Bank of America Securities LLC.
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Corridor Contracts. (a) In the event that the Securities Administrator does not receive by the Business Day preceding a Payment Date the amount reported to the Securities Administrator as the amount to be paid with respect to such Payment Date by the Corridor Contract Counterparty under the related Corridor Contract, the Securities Administrator shall notify the Indenture Trustee and the Indenture Trustee, at the direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes in accordance with Section 5.11, shall enforce the obligation of the Corridor Contract Counterparty under such Corridor Contract. The parties hereto acknowledge that the Corridor Contract Counterparty shall make all calculations, and determine the amounts to be paid, under the related Corridor Contract. The Securities Administrator may conclusively rely on such calculations and determination and any notice received by it from the Corridor Contract Counterparty pursuant to the related Corridor Contract. The Indenture Trustee may conclusively rely on information provided to it by the Securities Administrator. The Indenture Trustee has no obligation to monitor, and no liability for, the performance of the Securities Administrator under the related Corridor Contract, and the Indenture Trustee shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in the administration of each Corridor Contract as provided under Section 6.07.
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Corridor Contracts. The four interest rate corridor contracts between the Owner Trustee (or assigned to the Owner Trustee) on behalf of the related Underlying Trust and the Derivative Counterparty primarily for the benefit of the Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2 and Class I-M-3 Notes. CPR: A constant rate of prepayment on the Mortgage Loans or HELOC Mortgage Loans.
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Related to Corridor Contracts

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS. (i) ATI shall use its Reasonable Efforts to amend each administrative services only contract with a third-party administrator that relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Water Pik to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all ASO Contracts into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik of, the manner in which Water Pik's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Water Pik's participation may be effectuated include automatically making Water Pik a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Water Pik providing for the same terms and conditions as are contained in the ASO Contracts to which ATI is a party (or such other arrangement as to which ATI and Water Pik shall mutually agree). Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Water Pik hereby authorizes ATI to act on its behalf to extend to Water Pik the terms and conditions of the ASO Contracts. Water Pik shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ATI's efforts.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • Major Contracts Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary is a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (f) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (h) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • Derivative Contracts (a) The Trustee shall, at the written direction of the Master Servicer, on behalf of the Trust Fund, enter into Derivative Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 4.09. Any acquisition of a Derivative Contract shall be accompanied by an appropriate amendment to this Agreement, including an Opinion of Counsel, as provided in Section 11.01, and either (i) an Opinion of Counsel to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended, 67 Fed. Reg. 54487 (Aug. 22, 2002), to the Holders of the Class A Certificates or the Class M Certificates, as of the date the Derivative Contract is acquired by the Trustee; or (ii) the consent of each holder of a Class A Certificate or Class M Certificate to the acquisition of such Derivative Contract. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be distributed to the Class SB Certificates on the Distribution Date following receipt thereof by the Trustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets of the Trust Fund other than such instrument and the assets of the other sub-trust shall consist solely of such instrument. (b) Any Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse to the assets of the Trust Fund, (ii) contain a non-petition covenant provision from the Derivative Counterparty, (iii) limit payment dates thereunder to Distribution Dates and (iv) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefor in the Certificate Account to make payments to the Holders of the Class SB Certificates on such Distribution Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Certificate Account at least one Business Day prior to the related Distribution Date, (ii) contain an assignment of all of the Trust Fund's rights (but none of its obligations) under such Derivative Contract to the Trustee on behalf the Class SB Certificates and shall include an express consent of the Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the Derivative Counterparty from "setting-off" or "netting" other obligations of the Trust Fund and its Affiliates against such Derivative Counterparty's payment obligations thereunder.

  • Labor Contracts Except as set forth on Schedule 5.20, as of the Closing Date, none of the Credit Parties is party to any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or other organization of any Credit Party’s employees, or threats of strikes or work stoppages that would reasonably be expected to result in a Material Adverse Effect.

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

  • Gas Contracts No Credit Party, as of the date hereof or as disclosed to the Administrative Agent in writing, (a) is obligated in any material respect by virtue of any prepayment made under any contract containing a “take-or-pay” or “prepayment” provision or under any similar agreement to deliver Hydrocarbons produced from or allocated to any of the Borrower’s and its Subsidiaries’ Oil and Gas Properties at some future date without receiving full payment therefor at the time of delivery or (b) except as has been disclosed to the Administrative Agent, has produced gas, in any material amount, subject to balancing rights of third parties or subject to balancing duties under Legal Requirements.

  • Contracts, etc To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

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