Common use of Redemption Event Clause in Contracts

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Sale and Servicing Agreement), as the case may be, has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, shall have been deposited into the applicable Trust Account(s) pursuant to the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer has been obtained with respect to the delivery of Party B's Response to Party A.

Appears in 1 contract

Samples: Swap Agreement (Keycorp Student Loan Trust 2001-A)

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Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Sale and Servicing Agreement), as the case may be, Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, Price shall have been deposited into the applicable Trust Account(s) pursuant to the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer has been obtained with respect to the delivery of Party B's Response to Party A.

Appears in 1 contract

Samples: Rate Swap Agreement (Keycorp Student Loan Trust 2000-B)

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting accepting, in its sole discretion, Party A's ’s offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Sale and Servicing Agreement), as the case may be, has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, shall have been deposited into the applicable Trust Account(s) pursuant to the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer has been obtained with respect to the delivery of Party B's Response to Party A.Indenture.

Appears in 1 contract

Samples: Master Agreement (Keycorp Student Loan Trust 2003-A)

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Sale and Servicing Agreement), as the case may be, has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, shall have been deposited into the applicable Trust Account(s) pursuant to the Indenture andIndenture. (ii) The parties hereto acknowledge and agree that Key Bank USA, for so long National Association, as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no Securities Insurer Default has occurred and is continuingevent shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator. ADDITIONAL DEFINITIONS. Capitalized terms used in this Schedule shall have the meaning set forth in the Confirmation, the prior written consent (which consent shall Indenture or, if not be unreasonably withheld) of therein, the Securities Insurer has been obtained with respect to the delivery of Party B's Response to Party A.Sale and Servicing Agreement.

Appears in 1 contract

Samples: Swap Agreement (Keycorp Student Loan Trust 2001-A)

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Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's ’s offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Sale and Servicing Agreement), as the case may be, Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price, as the case may be, Price shall have been deposited into the applicable Trust Account(s) pursuant to the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer has been obtained with respect to the delivery of Party B's ’s Response to Party A.

Appears in 1 contract

Samples: Interest Rate Swap Agreement (Keycorp Student Loan Trust 2000-A)

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