Auction Call Redemption. In accordance with the procedures set forth in Schedule C (the “Auction Procedures”), the Collateral Manager shall, at the expense of the Co-Issuers, conduct an auction (the “Auction”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, that: (i) the Auction has been conducted in accordance with the Auction Procedures; (ii) the Collateral Manager has received bids for the Collateral Debt Securities (or for each of the related Subpools) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bid; (iii) the Collateral Manager certifies that the highest bid(s) would result in the sale of all of the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zero; and (iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) who offered the Highest Auction Price for the Collateral Debt Securities (or the related Subpools) enter(s) into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in (i) through (iii) of this Section 9.5 are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpool) with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or prior to the sixth Business Day following the relevant Auction Date. Provided that all of the conditions set forth in clauses (i) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any Subpool, as the case may be) fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder), (a) no Auction Call Redemption shall occur on the Distribution Date following the relevant Auction Date, (b) the Collateral Manager shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (d) unless the Notes are redeemed in full prior to the next succeeding Auction Date, or the market conditions are such that such Auction would not likely be successful, the Collateral Manager shall conduct another Auction on the next succeeding Auction Date.
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Auction Call Redemption. In accordance with (a) During the procedures set forth period from and including the Payment Date occurring in Schedule C May 2016 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the “Auction ProceduresCall Period”), the Collateral Manager shallNotes and the Preferred Shares will be redeemed, at the expense of the Co-Issuersin whole but not in part, conduct an auction if a Successful Auction is completed (the “Auction”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such dateredemption, an “Auction Call Redemption”), at their applicable Redemption Prices; provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Auction Call Redemption Date in accordance with the terms thereof and this Indenture. An Auction Call Redemption may only occur on a Payment Date occurring in February, May, August or November during the Auction Call Period (such Payment Date, the “Auction Call Redemption Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the .
(b) The Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, transfer the Collateral Debt Securities to the highest bidder therefor (or for all of the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools(or to each highest bidder for one or more (but not all) of the Collateral Debt Securities), at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Interest Collateral Debt Security (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Debt Securities);
(iii) based on the Collateral Manager certifies Manager’s certification to the Trustee of the amount of the cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which which, together with the balance of all Eligible Investments and cash held by Cash in the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collection Accounts, the Payment Account, the Defeased Collateral Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such dateInterest Reserve Account, the Liquidity Reserve Account, each Hedge Termination Account and the Expense Account, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (or for one or more of the related Subpools) enter(s) Collateral Debt Securities enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or obligating the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpoolhighest bidder for one or more (but not all) of the Collateral Debt Securities) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the tenth Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (ai) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bii) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (ciii) subject to clause subclause (div) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (div) unless the Notes and the Preferred Shares are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
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Auction Call Redemption. In accordance with the procedures set forth in Schedule C (the “Auction Procedures”), the Collateral Manager shall, at the expense of the Co-Issuers, conduct an auction (the “Auction”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August April 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August April 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, that:
(i) the Auction has been conducted in accordance with the Auction Procedures;
(ii) the Collateral Manager has received bids for the Collateral Debt Securities (or for each of the related Subpools) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bid;
(iii) the Collateral Manager certifies that the highest bid(s) would result in the sale of all of the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zero; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) who offered the Highest Auction Price for the Collateral Debt Securities (or the related Subpools) enter(s) into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in (i) through (iii) of this Section 9.5 are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpool) with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or prior to the sixth Business Day following the relevant Auction Date. Provided that all of the conditions set forth in clauses (i) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any Subpool, as the case may be) fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder), (a) no Auction Call Redemption shall occur on the Distribution Date following the relevant Auction Date, (b) the Collateral Manager shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (d) unless the Notes are redeemed in full prior to the next succeeding Auction Date, or the market conditions are such that such Auction would not likely be successful, the Collateral Manager shall conduct another Auction on the next succeeding Auction Date.
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Auction Call Redemption. In (a) During the period from and including the Payment Date occurring in January 2015 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the "Auction Call Period"), the Notes and the Preferred Shares will be redeemed in whole but not in part, if a Successful Auction is completed (such redemption, an "Auction Call Redemption"), at their applicable Redemption Prices; provided, that any payments due and payable upon a termination of each Hedge Agreement will be made on the Auction Call Redemption Date in accordance with the procedures set forth in Schedule C (the “Auction Procedures”)terms thereof and this Indenture; and provided, further, the Collateral Manager shall, at funds available to be used for such Auction Call Redemption will be sufficient to pay the expense of the Co-Issuers, conduct an auction (the “Auction”) of all the Collateral Debt Securities if, Total Redemption Price. An Auction Call Redemption may only occur on or prior to the Distribution a Payment Date occurring in August 2015January or July during the Auction Call Period (such Payment Date, the Notes have not been redeemed in full. The "Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and Call Redemption Date").
(b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the The Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, transfer the Collateral Debt Securities to the highest bidder therefor (or for all of the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools(or to each highest bidder for one or more (but not all) of the Collateral Debt Securities), at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Interest Collateral Debt Security (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Debt Securities);
(iii) based on the Collateral Manager certifies Manager's certification to the Trustee of the amount of the cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which which, together with the balance of all Eligible Investments and cash held by Cash in the Issuer (other than Eligible Investments Collection Accounts, the Payment Account and cash held in any Hedge Counterparty Collateral the Expense Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (or for one or more of the related Subpools) enter(s) Collateral Debt Securities enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or obligating the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpoolhighest bidder for one or more (but not all) of the Collateral Debt Securities) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the tenth Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (aA) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bB) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (cC) subject to clause subclause (dD) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (dD) unless the Notes and the Preferred Shares are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
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Samples: Indenture (Arbor Realty Trust Inc)
Auction Call Redemption. In (a) During the period from and including the Payment Date occurring in January 2017 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the "Auction Call Period"), the Securities shall be redeemed by the Issuer, in whole but not in part, at their applicable Redemption Prices if a Successful Auction is completed (such redemption, an "Auction Call Redemption"); provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Auction Call Redemption Date in accordance with the procedures set forth in Schedule C (terms thereof and this Indenture; and provided, further, that the “funds available to be used for such Auction Procedures”), Call Redemption will be sufficient to pay the Collateral Manager shall, at the expense of the Co-Issuers, conduct an auction (the “Auction”) of all the Collateral Debt Securities if, Total Redemption Price. An Auction Call Redemption may occur only on or prior to the Distribution a Payment Date occurring in August 2015January or April during the Auction Call Period (such Payment Date, the Notes have not been redeemed in full. The "Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and Call Redemption Date").
(b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the The Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, transfer the Collateral Debt Securities to the highest bidder therefor (or for all of the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools(or to each highest bidder for one or more (but not all) of the Collateral Debt Securities), at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Interest Collateral Debt Security (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Debt Securities);
(iii) based on the Collateral Manager certifies Manager's certification to the Trustee of the amount of the Cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a Cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which which, together with the balance of all Eligible Investments and cash held by Cash in the Issuer (other than Eligible Investments Collection Accounts, the Payment Account and cash held in any Hedge Counterparty Collateral the Expense Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (or for one or more of the related Subpools) enter(s) Collateral Debt Securities enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or obligating the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpoolhighest bidder for one or more (but not all) of the Collateral Debt Securities) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the 10th Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (ai) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bii) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (ciii) subject to clause subclause (div) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (div) unless the Notes and the Preferred Shares are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Auction Call Redemption. In accordance with the procedures set forth in Schedule C (the “Auction Procedures”)The Portfolio Manager, the Collateral Manager shall, at the expense on behalf of the Co-IssuersIssuer, will conduct an auction (Auction subject to the “Auction”) satisfaction of all the Collateral Debt Securities if, following conditions if the Secured Notes have not been redeemed or repaid in full on or prior to the Distribution Payment Date occurring in August 2015June 2021 (the “Auction Call Date”). For each Collateral Obligation (or group of Collateral Obligations), the Notes have not been redeemed Portfolio Manager will issue a bid-wanted-in-competition (“BWIC”) to at least two dealers making a market in fullsuch asset (or if there is only one dealer making a market in such asset, that dealer) as determined by the Portfolio Manager. The Auction shall BWIC will be conducted not issued no later than 3 p.m. (aNew York time) on the date that is ten Auction Date. Bids will be required to be submitted no sooner than 11 a.m. (10New York time) on the second Business Day after the Auction Date or, no sooner than the fifth Business Day after an Early Auction Date, as the case may be. The Portfolio Manager will provide notice of each Auction Date and the dealers to whom the BWIC will be submitted to the Trustee (for forwarding to the Holders at least five Business Days prior to any Early Auction Date or, if none, the Distribution Date occurring in August 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding The Secured Notes will be redeemed on the foregoing, Payment Date immediately following the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, thatif:
(ia) the Auction a bid has been conducted in accordance with the Auction Procedures;
(ii) the Collateral Manager has received bids for the Collateral Debt Securities (or for each of the related Subpools) from at least two prospective purchasers bidders (including the winning or, in case of an asset with a single market maker, one bidder) identified on a list of qualified bidders (such biddersor the Portfolio Manager, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase any Affiliate of the Collateral Debt Securities (Portfolio Manager or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a any Holders of Notes bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price least equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidRedemption Amount;
(iiib) the Collateral Portfolio Manager certifies that the highest bid(s) would result in the sale of all sum of the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which Auction Highest Prices, together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, including Cash) will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus ; and
(yc) an amount equal each highest bidder has agreed to pay the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus in full (Bin Cash) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zero; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) who offered the Highest Auction Price for the Collateral Debt Securities (or the related Subpools) enter(s) into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in (i) through (iii) of this Section 9.5 are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpool) with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or prior to the sixth Business Day before the Determination Date following the relevant Auction Date. Provided that ; If all of the conditions set forth in clauses (i) through (iv) of this Section 9.5 have been metsatisfied, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Payment Date immediately following the relevant Auction Date Date, the Secured Notes will be redeemed in whole but not in part (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment). If any of the foregoing conditions is are not met with respect to any Auction, or if the highest bidder (or the highest bidder for any Subpool, as the case may be) fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) abovesatisfied, the provider of such credit support shall default in its payment obligations thereunder), (a) no Auction Call Redemption shall occur will be canceled and if the Secured Notes are not redeemed or repaid in full on or prior to each Payment Date thereafter, an Auction will be held on an Auction Date prior to each Payment Date until the Distribution Date following Secured Notes have been redeemed or repaid in full. If an Auction Call Redemption is canceled, the relevant Auction Date, (b) Trustee upon notice from the Collateral Portfolio Manager shall will give notice to the Trustee of the withdrawal pursuant to Section 9.3, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (d) unless the Notes are redeemed in full prior to the next succeeding Auction Date, or Holders and the market conditions are such that such Auction would not likely be successful, the Collateral Manager shall conduct another Auction on the next succeeding Auction DateRating Agency.
Appears in 1 contract
Samples: Indenture
Auction Call Redemption. In accordance with the procedures set forth in Schedule C (the “Auction Procedures”), the Collateral Manager shall, at the expense of the Co-Issuers, conduct an auction (the “Auction”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August November 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August November 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, that:
(i) the Auction has been conducted in accordance with the Auction Procedures;
(ii) the Collateral Manager has received bids for the Collateral Debt Securities (or for each of the related Subpools) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bid;
(iii) the Collateral Manager certifies that the highest bid(s) would result in the sale of all of the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zero; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) who offered the Highest Auction Price for the Collateral Debt Securities (or the related Subpools) enter(s) into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in (i) through (iii) of this Section 9.5 are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpool) with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or prior to the sixth Business Day following the relevant Auction Date. Provided that all of the conditions set forth in clauses (i) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any Subpool, as the case may be) fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder), (a) no Auction Call Redemption shall occur on the Distribution Date following the relevant Auction Date, (b) the Collateral Manager shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (d) unless the Notes are redeemed in full prior to the next succeeding Auction Date, or the market conditions are such that such Auction would not likely be successful, the Collateral Manager shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Auction Call Redemption. In accordance with the procedures set forth in Schedule C below (the “Auction Procedures”), the Collateral Manager shallIndenture Trustee and an auction agent (such entity, the “Auction Agent”) selected by the Aggregate Controlling Party will, on behalf of the Secured Parties, at the expense of the Co-IssuersIssuers (which expenses will be paid by the Co-Issuers in accordance with the Priority of Payments and will be required to be reasonable and customary in all respects), conduct an auction (the an “Auction”) of all the Collateral Debt Securities if, if any Notes are Outstanding on or prior to the Distribution Date occurring in August 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten fifteen (1015) Business Days prior to the Distribution Payment Date occurring in August 2015, and December 2022 or the date fifteen (b15) if Business Days prior to the Notes are not redeemed in full on such Distribution Date, two year anniversary of each Distribution prior Auction Date thereafter until all of the Collateral Debt Securities have been sold no Notes are Outstanding (each such date, an “Auction Date”). Notwithstanding the foregoingThe Servicer, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any Holders of the Collateral ManagerSubordinated Notes, the Preferred ShareholdersIndenture Trustee, the Trustee or Back-Up Manager and any Hedge Counterparty and their respective Affiliates may, but shall will not be required to, bid at the Auction. The Collateral Manager shall Indenture Trustee will sell and transfer, transfer or shall instruct the Trustee to sell and transfer, terminate the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, that:
: (i) the Auction has been conducted in accordance with Servicer or the Auction Procedures;
(ii) the Collateral Manager has received bids for the Collateral Debt Securities (or for each of the related Subpools) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bid;
(iii) the Collateral Manager certifies that the highest bid(s) bids from one or more bidders would result in the sale of all or a portion of the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which together with the balance of all Eligible Investments and cash held by the Issuer Co-Issuers (other than any Eligible Investments and cash held by the Co-Issuers in any Hedge Counterparty Collateral Servicing Account or the Advertising Fees Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, ) will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) ; and (2) zero; and
(iv) subject to the proviso in paragraph (ii) above, each bidder selected by the Qualified Bidder(s) who offered the Highest Auction Price for the Collateral Debt Securities (or the related Subpools) enter(s) Servicer enters into a written agreement with the Master Issuer (which the Master Issuer shall will execute if the conditions set forth in (i) through (iii) of this Section 9.5 herein are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or the highest bidder for each Subpool) it to purchase all or a portion of the Collateral Debt Securities (or the relevant Subpool) with the closing of such purchase (and full provides for payment in Cash full (in cash) of the purchase price to the Trustee) to occur Indenture Trustee on or prior to the sixth Business Day following the relevant Auction Date. Provided that all of If the conditions set forth in clauses (i) through and (ivii) of this Section 9.5 above have been metmet (the “Auction Consummation Conditions”), the Collateral Manager shall Indenture Trustee will sell and transfer, or shall instruct the Trustee to sell and transfer, transfer the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest the applicable selected bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Indenture Trustee shall will deposit the purchase price for or proceeds from the termination or disposition of, the Collateral Debt Securities in the Collection Accounts Account, and the each Class of Series 2007-1 Notes and, to the extent funds are available therefor, the Preferred Shares shall will be redeemed on the Distribution Payment Date immediately following the relevant Auction Date in an amount equal to the outstanding principal balance of such Class of Notes plus any accrued but unpaid interest owed thereon (such redemption, an the “Auction Call Redemption”) in accordance with the Priority of Payment). If any of the foregoing conditions is Auction Consummation Conditions are not met with respect to any Auction, Auction or if the highest any selected bidder (or the highest bidder for any Subpool, as the case may be) fails to pay the purchase price on or before the sixth 6th Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (a) no the Auction Call Redemption shall will not occur on the Distribution Payment Date following the relevant Auction Date, (b) the Collateral Manager shall Indenture Trustee will give notice to the Trustee of the withdrawal pursuant to Section 9.3of the notice of Auction Call Redemption, (c) the Indenture Trustee will decline to consummate such sale and, subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale or termination of Collateral Debt Securities Assets in relation to such Auction and (d) unless the Series 2007-1 Notes are redeemed in full prior to the next succeeding Auction Date, or the market conditions are such that such Indenture Trustee and the Auction would not likely be successful, the Collateral Manager shall Agent will conduct another Auction on the next succeeding Auction Date. The Auction Procedures may be modified by the Co-Issuers and the Indenture Trustee subject to the prior written consent of the Aggregate Controlling Party. Notice of an Auction Call Redemption will be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 10 Business Days prior to the Payment Date immediately following the relevant Auction Date, to each Holder of Notes at such Holder’s address in the Note Register maintained by the Note Registrar in accordance with the provisions of the Indenture. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption will not impair or affect the validity of the redemption of any other Notes. Notes called for redemption must be surrendered at the office of any Paying Agent, other than the Irish Paying Agent, appointed under the Indenture in order to receive all amounts that remain due and payable on the Notes. If any Notes to be redeemed in an Auction Call Redemption are listed on the Irish Stock Exchange, the Indenture Trustee shall also deliver notice of such redemption to the Irish Paying Agent at least ten (10) days prior to the Payment Date on which the Auction Call Redemption shall occur (and the Irish Paying Agent shall then forward such notice to the Irish Stock Exchange). All notices of redemption with respect to the Notes will state: (a) the Payment Date on which the Auction Call Redemption will occur, (b) the amount to be paid with respect to each Class of Notes, (c) that all the Notes are being paid in full and that interest on such Notes will cease to accrue on the date specified in the notice and (d) the place or places where such Notes to be redeemed are to be surrendered for payment which will be the office of the Note Registrar or the office of any Paying Agent other than the Irish Paying Agent.
Appears in 1 contract
Samples: Base Indenture (Ihop Corp)
Auction Call Redemption. In accordance with (a) During the procedures set forth period from and including the Payment Date occurring in Schedule C April 2017 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the “Auction ProceduresCall Period”), the Collateral Manager shallNotes and the Income Notes will be redeemed, in whole but not in part, if a Successful Auction is completed (such redemption, an “Auction Call Redemption”), at their applicable Redemption Prices; provided that any payments due and payable upon a termination of each Hedge Agreement and each Synthetic Asset will be made on the expense of Auction Call Redemption Date in accordance with the Co-Issuersterms thereof and this Indenture; and provided, conduct an auction further, that the funds available to be used on the applicable Redemption Date for such Auction Call Redemption will be sufficient to pay the Total Auction Call Redemption Price. An Auction Call Redemption may only occur on a Payment Date during the Auction Call Period (such Payment Date, the “AuctionAuction Call Redemption Date”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and ).
(b) if The Trustee shall sell and transfer the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until Collateral Interests to the highest bidder for all of the Collateral Debt Securities have been sold Interests (or to each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall highest bidder for one or more (but not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any all) of the Collateral ManagerInterests), the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities Interests or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Collateral Interest (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Interests);
(iii) based on the Collateral Manager certifies Manager’s certification to the Trustee of the amount of the cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which Interests which, together with the balance of all Eligible Investments and cash held by Cash on deposit in the Issuer (other than Eligible Investments Collection Accounts, the Payment Account and cash held in any Hedge Counterparty Collateral the Expense Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Auction Call Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (Interests or for one or more of the related Subpools) enter(s) Collateral Interests enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates obligating the highest bidder for all of the Collateral Interests (or the highest bidder for each Subpoolone or more (but not all) of the Collateral Interests) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities (or the relevant Subpool) Interests with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the tenth Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (ai) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bii) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (ciii) subject to clause subclause (div) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities Interests in relation to such Auction and (div) unless the Notes and the Income Notes are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Samples: Indenture (CBRE Realty Finance Inc)
Auction Call Redemption. In accordance with (a) During the procedures set forth period from and including the Payment Date occurring in Schedule C July 2016 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the “Auction ProceduresCall Period”), the Collateral Manager shallNotes and the Preferred Shares will be redeemed, at the expense of the Co-Issuersin whole but not in part, conduct an auction if a Successful Auction is completed (the “Auction”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such dateredemption, an “Auction Call Redemption”), at their applicable Redemption Prices; provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Auction Call Redemption Date in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Auction Call Redemption will be sufficient to pay the Total Auction Call Redemption Price. An Auction Call Redemption may only occur on a Payment Date occurring in January or July during the Auction Call Period (such Payment Date, the “Auction Call Redemption Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the .
(b) The Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, transfer the Collateral Debt Securities to the highest bidder therefor (or for all of the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools(or to each highest bidder for one or more (but not all) of the Collateral Debt Securities), at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Interest Collateral Debt Security (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Debt Securities);
(iii) based on the Collateral Manager certifies Manager’s certification to the Trustee of the amount of the cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which which, together with the balance of all Eligible Investments and cash held by Cash on deposit in the Issuer (other than Eligible Investments Collection Accounts, the Payment Account and cash held in any Hedge Counterparty Collateral the Expense Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Auction Call Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (or for one or more of the related Subpools) enter(s) Collateral Debt Securities enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or obligating the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpoolhighest bidder for one or more (but not all) of the Collateral Debt Securities) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the tenth Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth (6th) Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (ai) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bii) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (ciii) subject to clause subclause (div) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (div) unless the Notes and the Preferred Shares are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Samples: Indenture (Gramercy Capital Corp)
Auction Call Redemption. In accordance with (a) During the procedures set forth period from and including the Payment Date occurring in Schedule C July 2015 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the “Auction ProceduresCall Period”), the Collateral Manager shallNotes and the Preferred Shares will be redeemed, at the expense of the Co-Issuersin whole but not in part, conduct an auction if a Successful Auction is completed (the “Auction”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such dateredemption, an “Auction Call Redemption”), at their applicable Redemption Prices; provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Auction Call Redemption Date in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Auction Call Redemption will be sufficient to pay the Total Redemption Price. An Auction Call Redemption may only occur on a Payment Date occurring in January or July during the Auction Call Period (such Payment Date, the “Auction Call Redemption Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the .
(b) The Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, transfer the Collateral Debt Securities to the highest bidder therefor (or for all of the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools(or to each highest bidder for one or more (but not all) of the Collateral Debt Securities), at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Interest Collateral Debt Security (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Debt Securities);
(iii) based on the Collateral Manager certifies Manager’s certification to the Trustee of the amount of the cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which which, together with the balance of all Eligible Investments and cash held by Cash in the Issuer (other than Eligible Investments Collection Accounts, the Payment Account and cash held in any Hedge Counterparty Collateral the Expense Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (or for one or more of the related Subpools) enter(s) Collateral Debt Securities enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or obligating the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpoolhighest bidder for one or more (but not all) of the Collateral Debt Securities) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the tenth Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (ai) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bii) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (ciii) subject to clause subclause (div) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (div) unless the Notes and the Preferred Shares are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Samples: Indenture (Gramercy Capital Corp)
Auction Call Redemption. In (a) During the period from and including the Payment Date occurring in April 2016 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the "Auction Call Period"), the Securities shall be redeemed by the Issuer, in whole but not in part, at their applicable Redemption Prices if a Successful Auction is completed (such redemption, an "Auction Call Redemption"); provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Auction Call Redemption Date in accordance with the procedures set forth in Schedule C (terms thereof and this Indenture; and provided, further, that the “funds available to be used for such Auction Procedures”), Call Redemption will be sufficient to pay the Collateral Manager shall, at the expense of the Co-Issuers, conduct an auction (the “Auction”) of all the Collateral Debt Securities if, Total Redemption Price. An Auction Call Redemption may occur only on or prior to the Distribution a Payment Date occurring in August 2015April or October during the Auction Call Period (such Payment Date, the Notes have not been redeemed in full. The "Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and Call Redemption Date").
(b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the The Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, transfer the Collateral Debt Securities to the highest bidder therefor (or for all of the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools(or to each highest bidder for one or more (but not all) of the Collateral Debt Securities), at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Interest Collateral Debt Security (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Debt Securities);
(iii) based on the Collateral Manager certifies Manager's certification to the Trustee of the amount of the Cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a Cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which which, together with the balance of all Eligible Investments and cash held by Cash in the Issuer (other than Eligible Investments Collection Accounts, the Payment Account and cash held in any Hedge Counterparty Collateral the Expense Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (or for one or more of the related Subpools) enter(s) Collateral Debt Securities enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or obligating the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpoolhighest bidder for one or more (but not all) of the Collateral Debt Securities) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the 10th Business Day prior to the sixth Business Day following the relevant Auction Date. Provided that all of the conditions set forth in clauses (i) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any Subpool, as the case may be) fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder), (a) no Auction Call scheduled Redemption shall occur on the Distribution Date following the relevant Auction Date, (b) the Collateral Manager shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (d) unless the Notes are redeemed in full prior to the next succeeding Auction Date, or the market conditions are such that such Auction would not likely be successful, the Collateral Manager shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Auction Call Redemption. In accordance with (a) During the procedures set forth period from and including the Payment Date occurring in Schedule C August 2016 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the “Auction ProceduresCall Period”), the Collateral Manager shallNotes and the Preferred Shares shall be redeemed, in whole but not in part, if a Successful Auction is completed (such redemption, an “Auction Call Redemption”), at their applicable Redemption Prices; provided that any payments due and payable upon a termination of each Hedge Agreement shall be made on the expense of Auction Call Redemption Date in accordance with the Co-Issuersterms thereof and this Indenture; and provided, conduct an auction further, that the funds available to be used for such Auction Call Redemption shall be sufficient to pay the Total Redemption Price. An Auction Call Redemption may only occur on a Payment Date occurring in August or February during the Auction Call Period (such Payment Date, the “AuctionAuction Call Redemption Date”).
(b) of all The Trustee shall sell and transfer the Collateral Debt Securities ifand, on or prior at the Collateral Manager’s sole discretion, any Eligible Investments, to the Distribution Date occurring in August 2015, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until highest bidder for all of the Collateral Debt Securities have been sold and such Eligible Investments, if any (or to each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall highest bidder for one or more (but not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any all) of the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders thereforand any applicable Eligible Investments), in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for (x) the purchase of all of the Collateral Debt Securities and any applicable Eligible Investments or (y) the purchase of each Collateral Debt Security and any applicable Eligible Investment (which bid may be for one or more (but not all) of the Collateral Debt Securities or Eligible Investments);
(iii) based on the Collateral Manager’s certification to the Trustee of the amount of the cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the Highest Auction Price would result in a cash purchase price for the Collateral Debt Securities (or for each of the related Subpools) from and any applicable Eligible Investments which shall be at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received thereforTotal Auction Call Redemption Price; and provided, still further, that, in accordance with and
(iv) each bidder who offered the Highest Auction Procedures, if the Trustee receives fewer than two bids to purchase Price for all of the Collateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bid;
(iii) the Collateral Manager certifies that the highest bid(s) would result in the sale of all for one or more of the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which together with the balance of all any applicable Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zero; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) who offered the Highest Auction Price for the Collateral Debt Securities (or the related Subpools) enter(s) enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates obligating the highest bidder for all of the Collateral Debt Securities and any applicable Eligible Investments (or the highest bidder for each Subpoolone or more (but not all) to purchase all of the Collateral Debt Securities or Eligible Investments) to purchase all (either individually or together with other bidders, as applicable) of the relevant Subpool) Collateral Debt Securities and applicable Eligible Investments with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the tenth Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth (6th) Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (ai) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bii) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (ciii) subject to clause subclause (div) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities or Eligible Investments in relation to such Auction and (div) unless the Notes and the Preferred Shares are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Samples: Indenture (Gramercy Capital Corp)
Auction Call Redemption. In accordance with the procedures set forth in Schedule C (the “Auction Procedures”), the Collateral Manager shall, at the expense of the Co-Issuers, conduct an auction (the “Auction”) of all the Collateral Debt Securities if, on or prior to the Distribution Date occurring in August 2015February 2016, the Notes have not been redeemed in full. The Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015February 2016, and (b) if the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until all of the Collateral Debt Securities have been sold (each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any of the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, that:
(i) the Auction has been conducted in accordance with the Auction Procedures;
(ii) the Collateral Manager has received bids for the Collateral Debt Securities (or for each of the related Subpools) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bid;
(iii) the Collateral Manager certifies that the highest bid(s) would result in the sale of all of the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which together with the balance of all Eligible Investments and cash held by the Issuer (other than Eligible Investments and cash held in any Hedge Counterparty Collateral Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zero; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) who offered the Highest Auction Price for the Collateral Debt Securities (or the related Subpools) enter(s) into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in (i) through (iii) of this Section 9.5 are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates the highest bidder (or the highest bidder for each Subpool) to purchase all of the Collateral Debt Securities (or the relevant Subpool) with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or prior to the sixth Business Day following the relevant Auction Date. Provided that all of the conditions set forth in clauses (i) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any Subpool, as the case may be) fails to pay the purchase price on or before the sixth Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder), (a) no Auction Call Redemption shall occur on the Distribution Date following the relevant Auction Date, (b) the Collateral Manager shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be, shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities in relation to such Auction and (d) unless the Notes are redeemed in full prior to the next succeeding Auction Date, or the market conditions are such that such Auction would not likely be successful, the Collateral Manager shall conduct another Auction on the next succeeding Auction Date.to
Appears in 1 contract
Auction Call Redemption. In accordance with (a) During the procedures set forth period from and including the Payment Date occurring in Schedule C January 2017 and to but not including the first Payment Date on which the Clean-up Call may be exercised (the “Auction ProceduresCall Period”), the Collateral Manager shallNotes and the Certificate shall be redeemed, in whole but not in part, if a Successful Auction is completed (such redemption, an “Auction Call Redemption”), at their applicable Redemption Prices; provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the expense of Auction Call Redemption Date in accordance with the Co-Issuersterms thereof and this Indenture; and provided, conduct an auction (further, that the “Auction”) of all funds available to be used for such Auction Call Redemption will be sufficient to pay the Collateral Debt Securities if, Total Redemption Price. An Auction Call Redemption may only occur on or prior to the Distribution a Payment Date occurring in August 2015January or July during the Auction Call Period (such Payment Date, the Notes have not been redeemed in full. The “Auction shall be conducted not later than (a) the date that is ten (10) Business Days prior to the Distribution Date occurring in August 2015, and Call Redemption Date”).
(b) if Subject to Section 12.4, the Notes are not redeemed in full on such Distribution Date, each Distribution Date thereafter until Trustee shall sell and transfer the Collateral Obligations to the highest bidder for all of the Collateral Debt Securities have been sold Obligations (or to each such date, an “Auction Date”). Notwithstanding the foregoing, the Collateral Manager shall highest bidder for one or more (but not conduct an Auction on an Auction Date if an Auction was conducted on the preceding Auction Date and, due to market conditions, an Auction on such Auction Date is unlikely to be successful. Any all) of the Collateral ManagerObligations), the Preferred Shareholders, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities to the highest bidder therefor (or the highest bidders therefor, in the event the pool of Collateral Debt Securities is divided and sold in Subpools) at the Auction; provided, thatas long as:
(i) the Auction has been conducted in accordance with the Auction Procedures, as evidenced by a certification of the Collateral Manager;
(ii) at least one bidder delivers to the Collateral Manager has received bids a bid (which bid may be based upon a fixed spread above or below a generally recognized price index) for the Collateral Debt Securities (or for each of the related Subpoolsx) from at least two prospective purchasers (including the winning bidder) identified on a list of qualified bidders (such bidders, “Qualified Bidders”) furnished by the Collateral Manager to the Trustee in accordance with this Indenture; provided, that the Issuer will be entitled to enter into an agreement for the purchase of the Collateral Debt Securities (or the relevant Subpool) with a Person other than a Qualified Bidder in the event that (A) such Person provides a bid in an amount greater than the highest bid received from any Qualified Bidder, (B) the Rating Condition is satisfied with respect thereto and (C) such Person provides credit support in respect of its purchase obligation in the form and amount requested, if any, by the Collateral Manager, the Issuer or any Rating Agency (including, without limitation, in the form of a letter of credit if so requested); provided, further, that in the event the Collateral Manager, the Preferred Shareholders, the Trustee or their respective Affiliates has met the requirements set forth in subclauses (B) and (C) of the preceding proviso, the Collateral Manager, the Preferred Shareholders, the Trustee, the Placement Agent or their respective Affiliates shall be entitled to purchase the Collateral Debt Securities, or any portion thereof, at a purchase price equal to the highest bid received therefor; and provided, still further, that, in accordance with the Auction Procedures, if the Trustee receives fewer than two bids to purchase all of the Collateral Debt Securities Obligations or to (y) the purchase of each Subpool, the Trustee may, if a Majority-in-Interest Collateral Obligation (which bid may be for one or more (but not all) of the Preferred Shareholders consents thereto in writing, and in accordance with the provisions of the Indenture, accept such bid as the winning bidCollateral Obligations);
(iii) based on the Collateral Manager certifies Manager’s certification to the Trustee of the amount of the cash purchase price of each bid, the Trustee, in consultation with the Collateral Manager, determines that the highest bid(s) Highest Auction Price would result in the sale of all of a cash purchase price for the Collateral Debt Securities (or the related Subpools constituting all of the Collateral Debt Securities) for a purchase price (paid in cash) which Obligations which, together with the balance of all Eligible Investments and cash held by Cash in the Issuer (other than Eligible Investments and cash held in any Collection Accounts, the Payment Account, each Hedge Counterparty Collateral Account and the Expense Account), together with the principal balance of any Subpools of Collateral Debt Securities that are not sold on or prior to such date, will be at least equal to the sum of (x) the Total Senior Redemption Amount, plus (y) an amount equal to the greater of (1)(A) the aggregate original purchase price of the Preferred Shares on the Closing Date, minus (B) the aggregate amount of all cash distributions on the Preferred Shares (whether in respect of dividends or redemption payments made to the Preferred Share Paying Agent for distribution to the Preferred Shareholders on or prior to the relevant Auction Date) and (2) zeroPrice; and
(iv) subject to the proviso in paragraph (ii) above, the Qualified Bidder(s) each bidder who offered the Highest Auction Price for all of the Collateral Debt Securities (Obligations or for one or more of the related Subpools) enter(s) Collateral Obligations enters into a written agreement with the Issuer (which the Issuer shall execute if the conditions set forth in clauses (i) through (iii) of this Section 9.5 above are satisfied, which execution shall constitute certification by the Issuer that such conditions have been satisfied) that obligates obligating the highest bidder for all of the Collateral Obligations (or the highest bidder for each Subpoolone or more (but not all) of the Collateral Obligations) to purchase all (either individually or together with other bidders, as applicable) of the Collateral Debt Securities (or the relevant Subpool) Obligations with the closing of such purchase (and full payment in Cash to the Trustee) to occur on or before the tenth Business Day prior to the sixth Business Day following the relevant Auction scheduled Redemption Date. Provided that all of the conditions set forth in clauses .
(ic) through (iv) of this Section 9.5 have been met, the Collateral Manager shall sell and transfer, or shall instruct the Trustee to sell and transfer, the Collateral Debt Securities (or each related Subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each Subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Collateral Debt Securities in the Collection Accounts and the Notes and, to the extent funds are available therefor, the Preferred Shares shall be redeemed on the Distribution Date immediately following the relevant Auction Date (such redemption, an “Auction Call Redemption”) in accordance with the Priority of Payment. If any of the foregoing conditions is not met with respect to any Auction, or if the highest bidder (or the highest bidder for any SubpoolCollateral Manager, as the case may be) , fails to pay the purchase price on or before the sixth (6th) Business Day following the relevant Auction Date (and, in the case of any credit support provider in connection with a sale described in paragraph (ii) above, the provider of such credit support shall default in its payment obligations thereunder)Date, (ai) no the Auction Call Redemption shall not occur on the Distribution Payment Date following the relevant Auction Date, (bii) the Collateral Manager Trustee shall give notice to the Trustee of the withdrawal pursuant to Section 9.3, (ciii) subject to clause subclause (div) below, the Collateral Manager or the Trustee, as the case may be, Trustee shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any further sale of Collateral Debt Securities Obligations in relation to such Auction and (div) unless the Notes and the Certificate are redeemed in full prior to the next succeeding Auction Date, or the Collateral Manager notifies the Trustee that market conditions are such that such Auction would is not likely to be successful, the Collateral Manager Trustee shall conduct another Auction on the next succeeding Auction Date.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
