Clean-up Call Option Sample Clauses

Clean-up Call Option. If the Pool Balance is equal to or less than 10% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Sold Property (other than the amounts in or invested in Permitted Investments maturing on or before the following Payment Date in the Bank Accounts) on the related Payment Date. The Servicer may exercise its option to purchase the Sold Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to the Collection Period and (ii) depositing in the Collection Account the purchase price for the Sold Property equal to the aggregate Principal Balance of the Receivables as of the last day of the prior Collection Period on the Business Day before the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to the Collection Period. However, the Servicer may not purchase the Sold Property unless the sum of (i) the purchase price, (ii) the Collections in the Collection Account for the Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer for the Collection Period is greater than or equal to the sum of (A) the Note Redemption Price for the Notes and (B) all other amounts payable by the Issuer under the Transaction Documents.

Clean-up Call Option. 12.1 The Seller will have the right at its option, but not the obligation, to require the Issuer to exercise the Clean-Up Call Option and to repurchase the Purchased Receivables from the Issuer at any time when the Aggregate Discounted Receivables Balances of all outstanding Purchased Receivables is less than 10 per cent. of the Maximum Discounted Receivables Balance, provided that all payment obligations under the Notes, and any obligations ranking pari passu with or senior to the Notes in the Order of Priority, will be met in full on the exercise of such option. The Seller shall give one month prior written notice of its intention to require the exercise of the Clean-Up Call Option. Such notice shall be published in accordance with Condition 11 (Notices) of the Notes (the " Clean-Up Call Option Notice") and, in addition shall be published in the Servicer Report. 12.2 The Clean-Up Call Option Settlement Amount shall be the lesser of: (a) an amount equal to the outstanding Discounted Receivables Balance which would have become due if the Clean-Up Call Option had not been exercised, calculated on the last calendar day of the month in which the repurchase is to become effective; and (b) an amount equal to the theoretical present value of the Purchased Receivables remaining to be paid in the future, calculated using a discount rate equal to (i) the weighted average (based on the principal amount outstanding of all the Notes and the Subordinated Loan outstanding principal amount as of the end of the relevant Monthly Period) of the fixed rates under the Class A Swap Agreement, the Class B Swap Agreement and the Subordinated Loan, plus (ii) the Servicer Fee at a rate of 1 per cent. per annum, and plus (iii) 0.03 per cent. for administrative costs and fees. It shall be calculated on the last calendar day of the month in which the repurchase is to become effective. 12.3 For the purposes of calculating the Clean-Up Call Option Settlement Amount, the risk of losses inherent to the relevant Purchased Receivables shall be taken into account on the basis of the risk status of such Purchased Receivables assessed by VWFS immediately prior to the buyback becoming effective. The Clean-Up Call Option Settlement Amount shall be due on the Payment Date following the Clean-Up Call Option Notice and, for the purposes of the definition of Collections shall be treated as a Settlement Amount.

Clean-up Call Option. If the Clean-up Call Option (defined herein) is specified in the relevant Final Terms as being applicable, in the event that at least 80 per cent. of the initial aggregate principal amount of the Notes has been previously purchased and cancelled by the Issuer, the Issuer may, at its option (the “Clean-Up Call Option”) but subject to having given not less than thirty (30) nor more than sixty (60) days’ notice to the Noteholders, redeem all, but not some only, of the outstanding Notes. Any such redemption of Notes shall be at their Optional Redemption Amount (as specified in the applicable Final Terms) together with interest accrued to the date fixed for redemption.

Clean-up Call Option. Subject to obtaining any required prior written consent of the Relevant Regulator as provided in Condition 6(j), if Clean-up Call Option is specified in the applicable Final Terms as being applicable and if, at any time (other than as a direct result of a redemption of some, but not all, of the Notes at a price greater than the Outstanding Principal Amount of the Notes at the Issuer's option pursuant to Condition 6(c), the Outstanding Principal Amount of the Notes of the relevant Series is 20 per cent. (or such other amount as may be specified as the Clean-up Call Threshold in the relevant Final Terms) or less of the aggregate nominal amount of the Notes originally issued (and, for these purposes, any further Notes issued pursuant to Condition 15 and consolidated with the Notes as part of the same Series shall be deemed to have been originally issued), the Issuer may redeem all (but not some only) of the remaining outstanding Notes on any date (or, if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable, on any Interest Payment Date) upon giving not less than 15 nor more than 60 days' notice to the Holders (or such other notice period as may be specified in the relevant Final Terms) (which notice shall specify the date for redemption and shall be irrevocable), at the Optional Redemption Amount (Clean-up Call) (as specified in the relevant Final Terms) together with any accrued and unpaid interest up to (but excluding) the date of redemption.

Clean-up Call Option. If (i) Clean-up Call Option is specified in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement as being applicable; and (ii) the Clean- up Call Minimum Percentage (or more) of the principal amount outstanding of the Notes originally issued has been redeemed (other than Notes redeemed at the Non- Sterling Make-Whole Amount or the Sterling Make-Whole Amount) or purchased and subsequently cancelled in accordance with this Condition 9 (Redemption and Purchase), the Issuer may, from (and including) the Clean-up Call Effective Date, at any time redeem all (but not some only) of the Notes then outstanding at the Clean-up Call Option Amount specified in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, provided that the Issuer provides not less than 30 days' nor more than 60 days' prior notice to the Noteholders in accordance with Condition 19 (Notices) (such notice, subject as aforesaid, being irrevocable) specifying the date fixed for such redemption. Upon the expiry of any such notice as referred to in this Condition 9(d) (Clean-up Call Option), the Issuer shall be bound to redeem the Notes in accordance with this Condition 9(d) (Clean-up Call Option). For the purposes of this Condition 9(d) (Clean-up Call Option), any further securities issued pursuant to Condition 18 (Further Issues) so as to be consolidated and form a single series with the Notes outstanding at that time will be deemed to have been originally issued. In this Condition:

Clean-up Call Option. If a Clean-Up Call Option is specified in the applicable Final Terms and if not less than 75 per cent. of the initial aggregate nominal amount of Notes of the same Series (including any further Notes issued pursuant to Condition 17) have been redeemed or purchased by, or on behalf of, the Issuer and cancelled, the Issuer may, on giving not less than fifteen

Clean-up Call Option. 11.1 After expiration of the Revolving Period, VWFS will have the right at its option to exercise the Clean-Up Call Option and to repurchase the Purchased Lease Receivables allocated to Compartment 5 of the Purchaser on any Payment Date when the Aggregate Discounted Receivables Balance as at the end of the most recent Monthly Period is less than 10 per cent. of the Aggregate Discounted Receivables Balance on the Initial Cut-Off Date (or if there has been a tap issuance of Further Notes, as of the Additional Cut-Off Date immediately preceding such tap issuance of Further Notes), provided that all payment obligations under the Notes will be thereby fulfilled. VWFS shall give one month prior written notice of its intention to require the exercise of the Clean-Up Call Option. Such notice shall be published in accordance with Condition 13 of the Notes (the "Clean- Up Call Option Notice") and, in addition shall be published in the Monthly Investor Report. 11.2 The Clean-Up Call Option shall be effected pursuant to a clean-up call repurchase agreement set out in Schedule 6 (Clean-Up Call Repurchase Agreement) hereto (a "Clean-Up Call Repurchase Agreement"). 11.3 The Clean-Up Call Option Settlement Amount shall be due immediately. The payment of the Clean-Up Call Option Settlement Amount shall be made in each instance by means of credit to the Distribution Account.

Clean-up Call Option. Subject, if applicable, to the provisions of Condition 7.11, if Clean-up Call Option specified as being applicable in the applicable Final Terms and if, at any time, the aggregate outstanding nominal amount of the Notes of the relevant Series is 20 per cent. (or such other amount as may be specified as the Clean-up Call Threshold in the applicable Final Terms) or less of the aggregate nominal amount of Notes originally issued (and, for these purposes, any further Notes issued pursuant to Condition 16 and consolidated with the Notes as part of the same Series shall be deemed to have been originally issued), the Issuer may redeem all (but not some only) of the remaining outstanding Notes at any time (in the case of all Notes other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate Notes) having given not less than the minimum period nor more than the maximum period of notice specified in applicable Final Terms to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable and shall specify the date fixed for redemption), at the Optional Redemption Amount (Clean-up Call) (as specified in the applicable Final Terms) together (if appropriate) with interest accrued to (but excluding) the date of redemption.

Clean-up Call Option. If a Clean-up Call Option is specified in the relevant Final Terms and if 75 per cent. or any higher percentage specified in the relevant Final Terms (the “Clean-up Call Percentage”) of the initial aggregate nominal amount of all Tranches of Notes of the same Series have been redeemed or purchased by, or on behalf of, the Issuer or any of its subsidiaries and, in each case, cancelled, the Issuer may, on giving not less than 15 nor more than 30 days’ irrevocable notice in accordance with Condition 13 to the Noteholders redeem all (but not some only) of the Notes then outstanding, at par together with interest accrued to, but excluding, the date fixed for redemption (including, where applicable, any arrears of interest), provided that those Notes of such Series that are no longer outstanding have not been redeemed (and subsequently cancelled) by the Issuer at the option of the Issuer pursuant to any optional redemption as provided in Condition 5(d) above and/or any Make-whole Redemption by the Issuer as provided in Condition 5(e) above.

Clean-up Call Option. (a) This Condition 14.11 shall apply to the Notes only if Clean-up Call Option is specified as being applicable in the Final Terms. (b) Subject as provided in these Conditions, if 80 per cent. of the principal amount outstanding of the Notes originally issued have been redeemed or purchased and subsequently cancelled in accordance with this Condition 14 the Issuer may, at any time and in its sole discretion, redeem, purchase or procure the purchase of the Notes in whole (but not in part). (c) For the purposes of this Condition 14.11, any further securities issued pursuant to Condition 24 so as to be consolidated and form a single Series with the Notes outstanding at that time will be deemed to have been originally issued. (d) Where the Final Terms specify Regulatory Capital Qualification as applicable, if and to the extent required by the Capital Regulations applicable in relation to Tier 2 Capital, and except as otherwise indicated to the Issuer by the Relevant Regulator, the Issuer may not redeem the Notes pursuant to this Condition 14.11 prior to the fifth anniversary of the Issue Date of the Notes unless such redemption is funded out of the proceeds of a new issuance of capital of the same or higher quality than the relevant Notes.