Optional Repurchase Sample Clauses
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Optional Repurchase. (a) The Series 2021-2 Notes shall be subject to repurchase by ABRCF at its option in accordance with Section 6.3 of the Base Indenture on any Distribution Date (any such Distribution Date, a “Clean-up Repurchase Distribution Date”) after the Series 2021-2 Invested Amount is reduced to an amount less than or equal to 10% of the sum of the Class A Initial Invested Amount, the Class B Initial Invested Amount, the Class C Initial Invested Amount, the Class D Initial Invested Amount, the initial invested amount of the Class E Notes (if issued), the Class R Initial Invested Amount and the aggregate principal amount of any Additional Class R Notes (the “Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ Amount”). The repurchase price for any Series 2021-2 Note subject to a Clean-up Repurchase shall equal the aggregate outstanding principal balance of such Series 2021-2 Note (determined after giving effect to any payments of principal and interest on such Distribution Date), plus accrued and unpaid interest on such outstanding principal balance.
(b) The Series 2021-2 Notes shall also be subject to repurchase at the election of the ABRCF in accordance with Section 6.3 of the Base Indenture, in whole but not in part, on any Distribution Date (any such Distribution Date, an “Optional Repurchase Distribution Date”) that occurs prior to the earlier to occur of (x) the commencement of the Series 2021-2 Rapid Amortization Period and (y) the Clean-up Repurchase Distribution Date (any such repurchase, an “Optional Repurchase”). The repurchase price for any Series 2021-2 Note subject to an Optional Repurchase shall equal (1) the aggregate outstanding principal balance of such Series 2021-2 Note (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date), plus (2) accrued and unpaid interest on such outstanding principal balance (determined after giving effect to any payments made pursuant to Section 2.4 on such Distribution Date) plus (3) the Make Whole Payment with respect to such Series 2021-2 Note.
Optional Repurchase. (a) So long as the Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 20[__]-[_] Certificateholders’ Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which the Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 20[__]-[_] Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor.
(b) The Transferor shall give the Servicer and the Trustee at least 30 days prior written notice of the date on which the Transferor intends to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day the Transferor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. Following the deposit of the Reassignment Amount into the Collection Amount in accordance with the foregoing, the Invested Amount for Series 20[__]-[_] shall be reduced to zero and the Series 20[__]-[_] Certificateholders shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in subsection 8.01(b).
Optional Repurchase. 36 SECTION 7.02. Series Termination...........................................36
Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding Series of Notes is reduced to less than 10% of the sum of the highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series of Notes is Outstanding. If the Transferor elects to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.
Optional Repurchase. (a) On any day occurring on or after the date on which the Invested Amount is reduced to 5.0% or less of the Initial Invested Amount, the Seller shall have the option to purchase the Certificateholders' Interest represented by Series 2001-1, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day.
(b) The Seller shall give the Servicer and the Trustee at least thirty days prior written notice of the date on which the Seller intends to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day the Seller shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. Following the deposit of the Reassignment Amount into the Collection Amount in accordance with the foregoing, the Invested Amount shall be reduced to zero and the Series 2001-1 Certificateholders and the Collateral Interest Holder shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in SECTION 8.01(b).
Optional Repurchase. 31 Section 7.02. Series Termination................................................................32 TABLE OF CONTENTS (continued) Page
Optional Repurchase. SECTION 7.01.
Optional Repurchase. (a) From and after the eighteen (18) month anniversary of the date hereof, the Company shall have the option, exercisable one or more times, by providing written notice (each, a “Repurchase Notice”) to Spectrum, to purchase (each, a “Repurchase”), all or a portion of the Shares held by Spectrum or its Affiliates for a purchase price per share of Common Stock equal to the Repurchase Price.
(b) Each Repurchase Notice shall state: (1) the Repurchase Price, (2) the repurchase date, which shall be the seventh (7th) Trading Day following the date of the Repurchase Notice (the “Repurchase Date”); (3) the number of shares of Common Stock to be repurchased; (4) the place or places where certificates (if any) for the shares of Common Stock are to be surrendered for payment of the Repurchase Price; and (5) that the Repurchase is being effected pursuant to this Section 3.4. Notwithstanding the foregoing, if reasonably and promptly requested by Spectrum in order to comply with Spectrum’s or its Affiliates’ financing documents, the Repurchase Date shall be the tenth (10th) Trading Day following the date of the Repurchase Notice.
(c) On such Repurchase Date, the Company shall pay the applicable Repurchase Price by wire transfer of immediately available funds in accordance with the wire instructions provided by Spectrum to the Company, and Spectrum shall deliver or cause to be delivered to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to the shares of Common Stock to be repurchased by an appropriate method reasonably agreed to by the Company and Spectrum, together, in each case, with all documentation reasonably necessary to transfer to the Company all of Spectrum’s (or its applicable Affiliates’) right, title and interest in and to such shares of Common Stock, including stock powers, and take any further actions as may be reasonably requested by the Company to complete such Repurchase.
(d) On any Repurchase Date, Spectrum covenants and agrees that it shall have good and valid title to the shares of Common Stock subject to any such Repurchase to be sold by Spectrum free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and shall not have, in whole or in part, (1) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership rights in such shares of Common Stock other than, in connection with ...
Optional Repurchase. Subject to the conditions herein, Sellers may cause the sale of Purchased Assets and effect an Optional Repurchase (as defined below), subject to the payment by the Sellers to the Buyer of an Exit Fee, on any date in connection with Optional Repurchase which are not made in connection with an ordinary course liquidation of a Purchased Asset. When the Purchased Assets are desired to be sold or otherwise transferred or liquidated by Sellers to a Take-Out Investor (an “Optional Repurchase”), for net sale proceeds that are equal or greater to the Minimum Release Amount of such Purchased Assets, Sellers shall give the Buyer at least three (3) Business Day’s prior written notice thereof designating the applicable Purchased Assets and specifying the net sale proceeds expected from such sale. If such notice is given, the Sellers shall cause the Take-Out Investor to make payment directly to the Collection Account in an amount equal the aggregate net proceeds to be received by Sellers in connection with such sale. So long as no Default or Event of Default has occurred or is continuing, the Purchased Assets may be sold or otherwise transferred or liquidated by Sellers in a sale other than a sale described above or at an amount less than the applicable Minimum Release Amount, if (a) such sale does not cause a Margin Deficit or Sellers contemporaneously cure any Margin Deficit in connection therewith, (b) the Sellers have given the Buyer at least three (3) Business Days’ prior written notice thereof designating the applicable Purchased Assets and (c) the Sellers have received the prior written consent of the Buyer in its sole discretion. If Buyer’s consent is granted and the sale is effected, Sellers shall cause the Take-Out Investor or Servicer or Subservicer to remit the net sale proceeds, including any Exit Fees, in connection with such Optional Repurchase directly to the Collection Account. With respect to a sale of Mortgage Loans for net sale proceeds that are less than the applicable Minimum Release Amount, the difference between (x) such Minimum Release Amount and (y) such net sale proceeds deposited in the Collection Account shall be added, on a pro-rata basis and as determined by the Buyer in its sole discretion, to the allocated Repurchase Price of the remaining Purchased Assets.
Optional Repurchase. 51 Section 7.02. Additional Issuances of Series 1999-2 Certificates..........52 Section 7.03. Accumulation Period Postponement............................54