Common use of Issuer Purchases of Secured Notes Clause in Contracts

Issuer Purchases of Secured Notes. (a) Notwithstanding anything to the contrary in this Indenture, the Collateral Manager, on behalf of the Issuer, may conduct purchases of the Secured Notes, in whole or in part, in accordance with, and subject to, the terms and conditions of this Section 9.7. Notwithstanding the provisions of Section 10.2 (or any other terms hereof to the contrary), Principal Proceeds in the Collection Account may be disbursed for purchases of Secured Notes in accordance with the provisions described in this Section 9.7. Upon receipt of an Issuer Order, the Trustee shall cancel any such purchased Secured Notes surrendered to it for cancellation in accordance with the provisions of Section 2.9 or, in the case of any Global Secured Notes, the Trustee shall decrease the Aggregate Outstanding Amount of such Global Secured Notes in its records by the full par amount of the purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conform its records. The cancellation (and/or decrease, as applicable) of any such surrendered Notes shall be taken into account for purposes of all relevant calculations thereafter made pursuant to the terms of this Indenture. The Issuer (or the Collateral Manager on the Issuer’s behalf) shall provide written notice to each Rating Agency of any purchase of Secured Notes conducted in accordance with this Section 9.7. (b) No purchases of the Secured Notes may occur unless each of the following conditions is satisfied: (i) such purchases of Secured Notes shall occur in the following sequential order of priority: first, the Class A-1 Notes, until the Class A-1 Notes are retired in full; second, the Class B-1 Notes, until the Class B-1 Notes are retired in full; third, the Class C-1 Notes, until the Class C-1 Notes are retired in full; and fourth, the Class D-1 Notes, until the Class D-1 Notes are retired in full; (ii) (A) each such purchase of Secured Notes of any Class shall be made pursuant to an offer made to all Holders of the Notes of such Class, by notice to such Holders, which notice shall specify the purchase price (as a percentage of par) at which such purchase will be effected, the maximum amount of Principal Proceeds that will be used to effect such purchase and the length of the period during which such offer will be open for acceptance, (B) each such Holder or beneficial owner of a Secured Note shall have the right, but not the obligation, to accept such offer in accordance with its terms and (C) if the Aggregate Outstanding Amount of Notes of the relevant Class held by the Holders or beneficial owners who accept such offer exceeds the amount of Principal Proceeds specified in such offer, a portion of the Notes of each accepting Holder or beneficial owner shall be purchased pro rata based on the respective principal amount held by each such Holder or beneficial owner; (iii) each such purchase shall be effected only at prices discounted from par; (iv) no Event of Default shall have occurred and be continuing; (v) any Secured Notes to be purchased shall be surrendered to the Trustee for cancellation in accordance with Section 2.9; (vi) each such purchase will otherwise be conducted in accordance with applicable law; and (vii) the Trustee has received an officer’s certificate of the Collateral Manager to the effect that the conditions in the foregoing clauses (i) through (vi) have been satisfied. (c) The Issuer reserves the right to cancel any offer to purchase Secured Notes prior to finalizing such offer, and shall give written notice to the Trustee of any such cancellation.

Issuer Purchases of Secured Notes. (a) Notwithstanding anything to the contrary in this Indenture, the Collateral Manager, on behalf of the Issuer, Issuer may conduct purchases of the Secured Notes, in whole or in part, in accordance with, and subject to, the terms and conditions of this Section 9.7. Notwithstanding the provisions of Section 10.2 (or any other terms hereof to the contrary), Principal Proceeds amounts in the Principal Collection Subaccount and/or the Supplemental Reserve Account may be disbursed for purchases of Secured Notes in accordance with the provisions described in this Section 9.7. Upon receipt of an Issuer Orderwritten instruction by the Issuer, the Trustee shall cancel any such purchased Secured Notes surrendered to it for cancellation in accordance with the provisions of Section 2.9 or, in the case of any Global Secured Notes, the Trustee shall decrease the Aggregate Outstanding Amount aggregate outstanding principal amount of such Global Secured Notes in its records by the full par amount of the purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conform its records. In connection with any such cancellation of an interest in a Global Secured Note, the Issuer (or other beneficial owner of such interest) shall reasonably cooperate with the Trustee in connection with such cancellation, including without limitation, surrendering such interest and providing any necessary instructions to DTC. The cancellation (and/or decrease, as applicable) of any such surrendered Secured Notes shall be taken into account for purposes of all relevant calculations thereafter made pursuant to the terms of this Indenture. The Issuer (or the Collateral Manager on the Issuer’s behalf) shall provide written notice to each Rating Agency of any purchase of Secured Notes conducted in accordance with this Section 9.7. (b) No purchases of the Secured Notes by the Issuer may occur unless each of the following conditions is satisfied: (i) such purchases of Secured Notes shall occur in the following sequential order of priority: first, the Class A-1 Notes, until the Class A-1 Notes are retired in full; second, the Class B-1 A-2 Notes, until the Class B-1 A-2 Notes are retired in full; third, the Class C-1 B-1 Notes and the Class B-2 Notes, pro rata, based on Aggregate Outstanding Amounts, until the Class C-1 B-1 Notes and the Class B-2 Notes are retired in full; fourth, the Class C Notes until the Class C Notes are retired in full; and fourthfifth, the Class D-1 Notes, D Notes until the Class D-1 D Notes are retired in full; (ii) (A) each such purchase of Secured Notes of any Class shall be made pursuant to an offer made to all Holders and beneficial owners of the Secured Notes of such Class, by notice to such HoldersHolders and beneficial owners, which notice shall specify the purchase price (as a percentage of par) at which such purchase will be effected, the maximum amount of Principal Proceeds that will be used to effect such purchase and the length of the period during which such offer will be open for acceptance, (B) each such Holder or beneficial owner of a Secured Note shall have the right, but not the obligation, to accept such offer in accordance with its terms and (C) if the Aggregate Outstanding Amount aggregate outstanding principal amount of Notes of the relevant Class held by the Holders or beneficial owners who accept such offer exceeds the amount of Principal Proceeds specified in such offer, a portion of the Notes of each accepting Holder or and beneficial owner shall be purchased (subject to the minimum denominations and the applicable procedures of DTC) pro rata based on the respective principal amount held by each such Holder or beneficial owner; (iii) each such purchase shall be effected only at prices discounted from par; (iv) each such purchase of Secured Notes shall occur during the Reinvestment Period and shall be effected with Principal Proceeds; (v) each Coverage Test is satisfied immediately prior to each such purchase and will be satisfied, maintained or improved after giving effect to such purchase; (vi) to the extent that Sale Proceeds are used to consummate any such purchase, either (I) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except the S&P CDO Monitor Test) will be satisfied after giving effect to such purchase or (II) if any such requirement or test was not satisfied immediately prior to such sale, such requirement or test will be maintained or improved after giving effect to such purchase; (vii) no Event of Default shall have occurred and be continuing; (v) any Secured Notes to be purchased shall be surrendered to the Trustee for cancellation in accordance with Section 2.9; (viviii) each such purchase will otherwise be conducted in accordance with applicable law; and; (viiix) the Trustee has shall have received an officerOfficer’s certificate of the Collateral Manager to the effect that the conditions in the foregoing clauses (i) through (viviii) have been satisfied.; and (cx) The Issuer reserves notice of each such purchase shall be provided to the right to cancel any offer to purchase Rating Agencies. Any Secured Notes prior to finalizing such offer, and be purchased shall give written notice be surrendered to the Trustee for cancellation in accordance with Section 2.9. Upon receipt of the Officer’s certificate described in preceding sub-clause (ix), the Trustee shall disburse any available amount in the Principal Collection Subaccount on any Business Day pursuant to Issuer instruction (or the Collateral Manager acting on behalf of the Issuer), which instruction shall identify that such cancellationdisbursement is for the purchase of Secured Notes pursuant to and in accordance with this Section 9.7.

Issuer Purchases of Secured Notes. (a) Notwithstanding anything to the contrary in this Indenture, the Collateral Manager, on behalf of the Issuer, Issuer may conduct purchases of the Secured Notes, in whole or in part, in accordance with, and subject to, the terms and conditions of this Section 9.7. Notwithstanding the provisions of Section 10.2 (or any other terms hereof to the contrary), Principal Proceeds amounts in the Principal Collection Subaccount and/or the Supplemental Reserve Account may be disbursed for purchases of Secured Notes in accordance with the provisions described in this Section 9.7. Upon receipt of an Issuer Orderwritten instruction by the Issuer, the Trustee shall cancel any such purchased Secured Notes surrendered to it for cancellation in accordance with the provisions of Section 2.9 or, in the case of any Global Secured NotesNote, the Trustee shall decrease the Aggregate Outstanding Amount aggregate outstanding principal amount of such Global Secured Notes Note in its records by the full par amount of the purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conform its records. In connection with any such cancellation of an interest in a Global Secured Note, the Issuer (or other beneficial owner of such interest) shall reasonably cooperate with the Trustee in connection with such cancellation, including without limitation, surrendering such interest and providing any necessary instructions to DTC. The cancellation (and/or decrease, as applicable) of any such surrendered Secured Notes shall be taken into account for purposes of all relevant calculations thereafter made pursuant to the terms of this Indenture. The Issuer (or the Collateral Manager on the Issuer’s behalf) shall provide written notice to each Rating Agency of any purchase of Secured Notes conducted in accordance with this Section 9.7. (b) No purchases of the Secured Notes by the Issuer may occur unless each of the following conditions is satisfied: (i) such purchases of Secured Notes shall occur in the following sequential order of priority: first, the Class A-1 A Notes, until the Class A-1 A Notes are retired in full; second, the Class B-1 B Notes, until the Class B-1 B Notes are retired in full; third, the Class C-1 Notes and the Class C-2 Notes, pro rata based on the Aggregate Outstanding Amount of each Class, until the Class C-1 Notes and the Class C-2 Notes are retired in full; and fourth, the Class D-1 D Notes, until the Class D-1 D Notes are retired in full; (ii) (A) each such purchase of Secured Notes of any Class shall be made pursuant to an offer made to all Holders and beneficial owners of the Secured Notes of such Class, by notice to such HoldersHolders and beneficial owners, which notice shall specify the purchase price (as a percentage of par) at which such purchase will be effected, the maximum amount of Principal Proceeds that will be used to effect such purchase and the length of the period during which such offer will be open for acceptance, (B) each such Holder or beneficial owner of a Secured Note Notes shall have the right, but not the obligation, to accept such offer in accordance with its terms and (C) if the Aggregate Outstanding Amount aggregate outstanding principal amount of Notes of the relevant Class held by the Holders or beneficial owners who accept such offer exceeds the amount of Principal Proceeds specified in such offer, a portion of the Notes of each accepting Holder or and beneficial owner shall be purchased (subject to the minimum denominations and the applicable procedures of DTC) pro rata based on the respective principal amount held by each such Holder or beneficial owner; (iii) each such purchase shall be effected only at prices discounted from par; (iv) each such purchase of Secured Notes shall occur during the Reinvestment Period and shall be effected with Principal Proceeds; (v) each Coverage Test is satisfied immediately prior to each such purchase and will be satisfied, maintained or improved after giving effect to such purchase; (vi) to the extent that Sale Proceeds are used to consummate any such purchase, either (I) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except the S&P CDO Monitor Test) will be satisfied after giving effect to such purchase or (II) if any such requirement or test was not satisfied immediately prior to such purchase, such requirement or test will be maintained or improved after giving effect to such purchase; (vii) no Event of Default shall have occurred and be continuing; (v) any Secured Notes to be purchased shall be surrendered to the Trustee for cancellation in accordance with Section 2.9; (viviii) each such purchase will otherwise be conducted in accordance with applicable law; and; (viiix) the Trustee has shall have received an officerOfficer’s certificate of the Collateral Manager to the effect that the conditions in the foregoing clauses (i) through (viviii) have been satisfied.; and (cx) notice of each such purchase shall be provided to the Rating Agency. Any Secured Notes to be purchased shall be surrendered to the Trustee for cancellation in accordance with Section 2.9. Upon receipt of the Officer’s certificate described in preceding sub-clause (ix), the Trustee shall disburse any available amount in the Principal Collection Subaccount on any Business Day pursuant to Issuer instruction (or the Collateral Manager acting on behalf of the Issuer), which instruction shall identify that such disbursement is for the purchase of Secured Notes pursuant to and in accordance with this Section 9.7. The Issuer reserves the right to cancel any offer to purchase Secured Notes prior to finalizing such offer, and shall give written notice to the Trustee of any such cancellation.

Issuer Purchases of Secured Notes. (a) Notwithstanding anything to the contrary in this Indenture, the Collateral Manager, on behalf of the Issuer, Issuer may conduct purchases of the Secured Notes, in whole or in part, in accordance with, and subject to, the terms and conditions of this Section 9.7. Notwithstanding the provisions of Section 10.2 (or any other terms hereof to the contrary), Principal Proceeds amounts in the Principal Collection Subaccount and/or the Supplemental Reserve Account may be disbursed for purchases of Secured Notes in accordance with the provisions described in this Section 9.7. Upon receipt of an Issuer Orderwritten instruction by the Issuer, the Trustee shall cancel any such purchased Secured Notes surrendered to it for cancellation in accordance with the provisions of Section 2.9 or, in the case of any Global Secured Notes, the Trustee shall decrease the Aggregate Outstanding Amount aggregate outstanding principal amount of such Global Secured Notes in its records by the full par amount of the purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conform its records. In connection with any such cancellation of an interest in a Global Secured Note, the Issuer (or other beneficial owner of such interest) shall reasonably cooperate with the Trustee in connection with such cancellation, including without limitation, surrendering such interest and providing any necessary instructions to DTC. The cancellation (and/or decrease, as applicable) of any such surrendered Secured Notes shall be taken into account for purposes of all relevant calculations thereafter made pursuant to the terms of this Indenture. The Issuer (or the Collateral Manager on the Issuer’s behalf) shall provide written notice to each Rating Agency of any purchase of Secured Notes conducted in accordance with this Section 9.7. (b) No purchases of the Secured Notes by the Issuer may occur unless each of the following conditions is satisfied: (i) the Class A Notes have been retired in full; (ii) such purchases of Secured Notes shall occur in the following sequential order of priority: first, the Class A-1 B Notes, until the Class A-1 B Notes are retired in full; second, the Class B-1 C-1 Notes and the Class C-2 Notes, until the Class B-1 Notes are retired in full; thirdpro rata, the Class C-1 Notes, based on Aggregate Outstanding Amounts until the Class C-1 Notes and the Class C-2 Notes are retired in full; and fourththird, the Class D-1 Notes, D Notes until the Class D-1 D Notes are retired in full; (iiiii) (A) each such purchase of Secured Notes of any Class shall be made pursuant to an offer made to all Holders and beneficial owners of the Secured Notes of such Class, by notice to such HoldersHolders and beneficial owners, which notice shall specify the purchase price (as a percentage of par) at which such purchase will be effected, the maximum amount of Principal Proceeds that will be used to effect such purchase and the length of the period during which such offer will be open for acceptance, (B) each such Holder or beneficial owner of a Secured Note shall have the right, but not the obligation, to accept such offer in accordance with its terms and (C) if the Aggregate Outstanding Amount aggregate outstanding principal amount of Notes of the relevant Class held by the Holders or beneficial owners who accept such offer exceeds the amount of Principal Proceeds specified in such offer, a portion of the Notes of each accepting Holder or and beneficial owner shall be purchased (subject to the minimum denominations and the applicable procedures of DTC) pro rata based on the respective principal amount held by each such Holder or beneficial owner; (iiiiv) each such purchase shall be effected only at prices discounted from par; (ivv) each such purchase of Secured Notes shall occur during the Reinvestment Period and shall be effected with Principal Proceeds; (vi) each Coverage Test is satisfied immediately prior to each such purchase and will be satisfied, maintained or improved after giving effect to such purchase; (vii) to the extent that Sale Proceeds are used to consummate any such purchase, either (I) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except the S&P CDO Monitor Test) will be satisfied after giving effect to such purchase or (II) if any such requirement or test was not satisfied immediately prior to such sale, such requirement or test will be maintained or improved after giving effect to such purchase; (viii) no Event of Default shall have occurred and be continuing; (v) any Secured Notes to be purchased shall be surrendered to the Trustee for cancellation in accordance with Section 2.9; (viix) each such purchase will otherwise be conducted in accordance with applicable law; and; (viix) the Trustee has shall have received an officerOfficer’s certificate of the Collateral Manager to the effect that the conditions in the foregoing clauses (i) through (viix) have been satisfied.; and (cxi) The Issuer reserves notice of each such purchase shall be provided to the right to cancel any offer to purchase Rating Agencies. Any Secured Notes prior to finalizing such offer, and be purchased shall give written notice be surrendered to the Trustee for cancellation in accordance with Section 2.9. Upon receipt of the Officer’s certificate described in preceding sub-clause (ix), the Trustee shall disburse any available amount in the Principal Collection Subaccount on any Business Day pursuant to Issuer instruction (or the Collateral Manager acting on behalf of the Issuer), which instruction shall identify that such cancellationdisbursement is for the purchase of Secured Notes pursuant to and in accordance with this Section 9.7.

Issuer Purchases of Secured Notes. (a) Notwithstanding anything to the contrary in this Indenture, the Collateral Manager, on behalf of the Issuer, Issuer may conduct purchases of the Secured Notes, in whole or in part, in accordance with, and subject to, the terms and conditions of this Section 9.7. Notwithstanding the provisions of Section 10.2 (or any other terms hereof to the contrary), Principal Proceeds amounts in the Principal Collection Subaccount and/or the Supplemental Reserve Account may be disbursed for purchases of Secured Notes in accordance with the provisions described in this Section 9.7. Upon receipt of an Issuer Orderwritten instruction by the Issuer, the Trustee shall cancel any such purchased Secured Notes surrendered to it for cancellation in accordance with the provisions of Section 2.9 or, in the case of any Global Secured Notes, the Trustee shall decrease the Aggregate Outstanding Amount aggregate outstanding principal amount of such Global Secured Notes in its records by the full par amount of the purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conform its records. In connection with any such cancellation of an interest in a Global Secured Note, the Issuer (or other beneficial owner of such interest) shall reasonably cooperate with the Trustee in connection with such cancellation, including without limitation, surrendering such interest and providing any necessary instructions to DTC. The cancellation (and/or decrease, as applicable) of any such surrendered Secured Notes shall be taken into account for purposes of all relevant calculations thereafter made pursuant to the terms of this Indenture. The Issuer (or the Collateral Manager on the Issuer’s behalf) shall provide written notice to each Rating Agency of any purchase of Secured Notes conducted in accordance with this Section 9.7. (b) No purchases (for the avoidance of doubt, not including an Optional Redemption) of the Secured Notes by the Issuer may occur unless each of the following conditions is satisfied: (i) such purchases of Secured Notes shall occur in the following sequential order of priority: first, the Class A-1 Notes, until the Class A-1 Notes are retired in fullfull and; second, the Class B-1 A-2 Notes, until the Class B-1 Notes are retired in full; third, the Class C-1 Notes, until the Class C-1 Notes are retired in full; and fourth, the Class D-1 Notes, until the Class D-1 A-2 Notes are retired in full; (ii) (A) each such purchase of Secured Notes of any Class shall be made pursuant to an offer made to all Holders and beneficial owners of the Secured Notes of such Class, by notice to such HoldersHolders and beneficial owners, which notice shall specify the purchase price (as a percentage of par) at which such purchase will be effected, the maximum amount of Principal Proceeds that will be used to effect such purchase and the length of the period during which such offer will be open for acceptance, (B) each such Holder or beneficial owner of a Secured Note shall have the right, but not the obligation, to accept such offer in accordance with its terms and (C) if the Aggregate Outstanding Amount aggregate outstanding principal amount of Notes of the relevant Class held by the Holders or beneficial owners who accept such offer exceeds the amount of Principal Proceeds specified in such offer, a portion of the Notes of each accepting Holder or and beneficial owner shall be purchased (subject to the minimum denominations and the applicable procedures of DTC) pro rata based on the respective principal amount held by each such Holder or beneficial owner; (iii) each such purchase shall be effected only at prices discounted from par; (iv) each such purchase of Secured Notes shall occur during the Reinvestment Period and shall be effected with Principal Proceeds; (v) each Coverage Test is satisfied immediately prior to each such purchase and will be satisfied, maintained or improved after giving effect to such purchase; (vi) to the extent that Sale Proceeds are used to consummate any such purchase, either (I) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except the S&P CDO Monitor Test) will be satisfied after giving effect to such purchase or (II) if any such requirement or test was not satisfied immediately prior to such purchase, such requirement or test will be maintained or improved after giving effect to such purchase; (vii) no Event of Default shall have occurred and be continuing; (v) any Secured Notes to be purchased shall be surrendered to the Trustee for cancellation in accordance with Section 2.9; (viviii) each such purchase will otherwise be conducted in accordance with applicable law; and; (viiix) the Trustee has shall have received an officer’s Officer's certificate of the Collateral Manager to the effect that the conditions in the foregoing clauses (i) through (viviii) have been satisfied.; and (cx) The Issuer reserves notice of each such purchase shall be provided to the right to cancel any offer to purchase Rating Agencies. Any Secured Notes prior to finalizing such offer, and be purchased shall give written notice be surrendered to the Trustee for cancellation in accordance with Section 2.9. Upon receipt of the Officer's certificate described in preceding sub-clause (ix), the Trustee shall disburse any available amount in the Principal Collection Subaccount on any Business Day pursuant to Issuer instruction (or the Collateral Manager acting on behalf of the Issuer), which instruction shall identify that such cancellationdisbursement is for the purchase of Secured Notes pursuant to and in accordance with this Section 9.7.