Cleanup Call Clause Samples

A Cleanup Call clause grants a party, typically the issuer or sponsor in a securitization transaction, the right to repurchase remaining assets or securities once their outstanding balance falls below a specified threshold, often near the end of the transaction's life. This mechanism is usually triggered when the pool of assets has amortized to a small percentage of its original size, making ongoing administration inefficient or costly. The core practical function of a Cleanup Call is to streamline the wind-down process, reduce administrative burdens, and avoid the disproportionate costs associated with servicing a small residual asset pool.
Cleanup Call. (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount. (b) The deposit to the Series 2006-B Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees and amounts payable under Section 2.08 of the Note Purchase Agreement with respect to such payment) payable to the Series 2006-B Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2006-B Settlement Account for the payment of the foregoing amounts.
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Cleanup Call. The Investor Certificates shall be subject to purchase by the Transferor at its option, in accordance with the terms specified in subsection 12.02(a), on any Distribution Date on or after the Distribution Date on which the Certificateholders Ownership Interests are reduced to an amount less than or equal to $[________]. The deposit required in connection with any such purchase will be equal to the sum of (a) the Certificateholders Ownership Interests and (b) accrued and unpaid interest on the Certificates through the day preceding the Distribution Date on which the purchase occurs less the amounts, if any, on deposit at such Distribution Date in the Series 1998-1 Distribution Account for the payment of principal and interest due the Certificateholders.
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Cleanup Call. (a) If so provided in any Series Supplement, the initial Servicer may, but shall not be obligated to, purchase the Notes of any Series on any Settlement Date on or after the Settlement Date on which the aggregate Note Principal of such Series is less than or equal to 10% of the “Program Amount” for such Series (or such other lower amount as may be specified in a Series Supplement for such Series). Such purchase shall be made by depositing into the applicable Settlement Account or the applicable Series Account, not later than the Series Transfer Date preceding such Settlement Date, for application in accordance with Section 13.5, the amount specified in such Series Supplement. (b) The amount deposited pursuant to Section 13.4(a) shall be paid to the Noteholders of the related Series pursuant to Section 13.5 on the related Settlement Date following the date of such deposit. All Notes of a Series which are paid pursuant to Section 13.4(a) shall be delivered by the Issuer upon such purchase to, and be canceled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.
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Cleanup Call. (a) If so provided in any Series Supplement, the Servicer may, but shall not be obligated to, cause a final payment to be made in respect of the related Series of Notes on any Payment Date on or after the Payment Date on which the Investor Interests for such Series and the Enhancement Invested Amount, if any, with respect to such Series is less than or equal to 10% of the Investor Interests on the Closing Date for such Series (or such other amount as may be specified in a Series Supplement for such Series). Such payment shall be made by depositing into the applicable Payment Account or the applicable Series Account, not later than the Transfer Date preceding such Payment Date, for application in accordance with Section 12.5, the amount specified in such Series Supplement; (b) The amount deposited pursuant to subsection 12.4(a) shall be paid to the Noteholders of the related Series pursuant to Section 12.5 on the related Payment Date following the date of such deposit. All Notes of a Series which are paid pursuant to subsection 12.4(a) shall be delivered by the Trust upon such purchase to, and be canceled 104 by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer. The Notes of each Series which is paid pursuant to subsection 12.4(a) shall, for the purposes of the definition of "Trust Interest," be deemed to be equal to zero on the Payment Date following the making of the deposit, and the Trust Interest shall thereupon be deemed to have been increased by the Investor Interests of such Series.
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Cleanup Call. (a) If so provided in any Supplement, the Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on any Distribution Date on or after the Distribution Date on which the Certificateholders Ownership Interest in such Series is less than or equal to 10% of the Certificateholders Ownership Interest on the Closing Date for such Series. Such distribution shall be made by depositing into the applicable Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however, that if (i) the AIR Support Agreement is not in effect at the time of such purchase and (ii) the short term unsecured debt obligations or long term unsecured debt obligations of the Transferor (or of any Affiliate of the Transferor that may agree at such time to guarantee the payment of such purchase price) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Moody's, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee and, if ▇▇▇▇▇'▇ is a Rating Agency with respect to any Series of Certificates outstanding, to Moody's, that such deposit into the applicable Distribution Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased pursuant to subsection 12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Transferor. The Certificateholders Ownership Interests of each Series which is purchased pursuant to subsection 12.02(a) shall, for the purposes of the definition of "Transferor Ownership Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Transferor Ownership Interest shall thereupon be deemed to have been increased by the Certificateholders Ownership Interests of such Series.
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Cleanup Call. (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in Section 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount. Any exercise by the initial Servicer of a purchase option with respect to any Series other than Series 2010-A shall be accompanied by a concurrent purchase of Series 2010-A hereunder unless otherwise consented to in writing by the Funding Agent. (b) The deposit to the Series 2010-A Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees) payable to the Series 2010-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2010-A Settlement Account for the payment of the foregoing amounts.
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Cleanup Call. (a) The Notes shall be subject to purchase by the Servicer at its option, in accordance with the terms specified in subsection 9.4(a) on any Payment Date on or after the Payment Date on which the Investor Interest is reduced to an amount less than or equal to 10% of the Initial Investor Interest. (b) The deposit required in connection with any such purchase will be equal to the sum of (a) the outstanding principal balance of the Notes plus (b) accrued and unpaid interest on the Notes through the day preceding the Payment Date on which the purchase occurs, plus (c) the aggregate amount by which the principal balance of the Notes shall have been reduced for reasons other than payment of principal to the Noteholders, minus (d) the amounts, if any, on deposit at such Payment Date in the Payment Account for the payment of principal and interest due the Noteholders.
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Related to Cleanup Call

  • Clean Up Call (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (A) the Note Balance of the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

  • Cleanup Awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition.

  • Remediation If Contractor claims that its products or services satisfy the applicable requirements and standards specified in Section 4.2.1 and it is later determined by HCA that any furnished product or service is not in compliance with such requirements and standards, HCA will promptly inform Contractor in writing of noncompliance. Contractor shall, at no additional cost to HCA, repair or replace the non-compliant products or services within the period specified by HCA. If the repair or replacement is not completed within the specified time, HCA may cancel the Contract, delivery, task order, or work order, or purchase line item without termination liabilities or have any necessary changes made or repairs performed by employees of HCA or by another contractor, and Contractor shall reimburse HCA for any expenses incurred thereby.

  • Sampling The Licensee agrees that the Composition is purchased as a “Work Made for Hire” whereby the clearing of any sampled materials is the responsibility of Licensee.

  • Clean-Up Period Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or Investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of any representation or warranty under Article V or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 8.05) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or Investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect. If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 8.02 hereof).