Common use of Optional Disposition Date Clause in Contracts

Optional Disposition Date. (a) The Class A Certificates may be tendered at a price equal to the Optional Disposition Price on any Optional Disposition Date, in accordance with the following provisions. On any Optional Disposition Date, any Holder of Class A Certificates (other than Affected Certificates or Pledged Class A Certificates), which has held such Class A Certificates for at least one year, may tender any of its Class A Certificates for a price equal to the Optional Disposition Price. To tender its Class A Certificates, the Holder must submit a notice to the Administrator and its DTC Participant at least five (5) Business Days before the related Optional Disposition Date stating that such Holder is the Holder of a specified Current Certificate Balance of Class A Certificates, that it is exercising its right to tender such Class A Certificates in exchange for the Optional Disposition Price and its identity. Within one Business Day after it receives an optional disposition notice, the Administrator will notify the Remarketing Agent and Xxxxxxx Mac of its receipt. Unless otherwise directed by Xxxxxxx Mac, the Remarketing Agent will attempt to remarket all Class A Certificates tendered pursuant to the Optional Disposition Right, for settlement on the related Optional Disposition Date. (b) On any Business Day not earlier than 10 Business Days before an Optional Disposition Date, any Holder of Class A Certificates may request a valuation of the Bonds from the Remarketing Agent. The Remarketing Agent will then determine such valuation for such Business Day in the manner specified in the definition of “Hypothetical Gain Share”. Such valuation will be provided to any such Holder solely for informational purposes and will be non-binding on any Person. (c) On the Optional Disposition Date, the Class A Certificates tendered pursuant to the Optional Disposition Right will be surrendered by the related Holders to the Administrator. Such Holders of Class A Certificates will be paid the Optional Disposition Price for such Class A Certificates consisting of the Purchase Price of such Certificates and the related Hypothetical Gain Share. The Purchase Price will be paid in accordance with Section 6.06 of the Standard Terms, and the Hypothetical Gain Share, as calculated by Xxxxxxx Mac, will be paid from (i) first, amounts provided to the Administrator by the Holders of Class B Certificates, at their election, after inquiry by the Administrator, and (ii) second, sales of Bonds selected by Xxxxxxx Mac, but only to the extent necessary to pay such Hypothetical Gain Share (subject to applicable Authorized Denomination provisions), and in no event in an aggregate principal amount exceeding the aggregate Current Certificate Balance of the Class A Certificates tendered pursuant to the Optional Disposition Right. To the extent any Bonds are sold to pay Hypothetical Gain Share as aforesaid, the aggregate Current Certificate Balance of such Class A Certificates so tendered will be adjusted downward by the Administrator’s cancellation of such Class A Certificates in an amount equal to the aggregate principal amount of Bonds sold, such that the Aggregate Outstanding Certificate Balance does not exceed the Aggregate Outstanding Bond Balance, and only such reduced amount of Class A Certificates will be available for remarketing on the related Optional Disposition Date. However, in no event may a Holder of Class A Certificates exercise its Optional Disposition Right unless the Hypothetical Gain Share is greater than zero. If the Hypothetical Gain Share is not greater than zero, the Optional Disposition Date for which the Optional Disposition Right has been exercised will be cancelled, and any Class A Certificates delivered to the Administrator pursuant to the preceding paragraph will be returned to the Holders thereof.

Optional Disposition Date. (a) The Class A Certificates (other than Class A Certificates held by any Sponsor Parties) may be tendered at a price equal to the Optional Disposition Price on any Optional Disposition Date, in accordance with the following provisions. On any Optional Disposition Date, any Holder of Class A Certificates (other than Affected Certificates or Pledged Class A Certificates), which has held such Class A Certificates for at least one year, may tender any of its Class A Certificates for a price equal to the Optional Disposition Price. To tender its Class A Certificates, the Holder must submit a notice to the Administrator and its DTC Participant at least five (5) Business Days before the related Optional Disposition Date stating that such Holder is the Holder of a specified Current Certificate Balance of Class A Certificates, that it is exercising its right to tender such Class A Certificates in exchange for the Optional Disposition Price and its identity. Within one Business Day after it receives an optional disposition notice, the Administrator will notify the Remarketing Agent and Xxxxxxx Mac of its receipt. Unless otherwise directed by Xxxxxxx Mac, with the prior consent of the Sponsor (provided that such consent shall not be required if a Liquidity Provider Termination Event has occurred and is continuing), the Remarketing Agent will attempt to remarket all Class A Certificates tendered pursuant to the Optional Disposition Right, for settlement on the related Optional Disposition Date. (b) On any Business Day not earlier than 10 Business Days before an Optional Disposition Date, any Holder of Class A Certificates may request a valuation of the Bonds Assets from the Remarketing Agent. The Remarketing Agent will then determine such valuation for such Business Day in the manner specified in the definition of “Hypothetical Gain Share”. Such valuation will be provided to any such Holder solely for informational purposes and will be non-binding on any Person. (c) On the Optional Disposition Date, the Class A Certificates tendered pursuant to the Optional Disposition Right will be surrendered by the related Holders to the Administrator. Such Holders of Class A Certificates will be paid the Optional Disposition Price for such Class A Certificates consisting of the Purchase Price of such Certificates and the related Hypothetical Gain Share. The To the extent that (x) either (i) such Optional Disposition Date is also a Reset Date and the tendered Class A Certificates are to be remarketed on such Reset Date or (ii) the Holders of the Class B Certificates commit to purchase such tendered Class A Certificates for the Purchase Price thereof and have deposited the amount of such Purchase Price with the Administrator prior to such Optional Disposition Date (but only if the Administrator has received a letter from each applicable Rating Agency confirming that such remarketing to Holders of Class B Certificates would not adversely affect the rating with respect to the Class A Certificates, and if such letter is not received, then no such remarketing to Holders of Class B Certificates shall be permitted) and (y) the Holders of Class B Certificates have provided the Administrator with the amount of any Hypothetical Gain Share payable to such tendering Holder prior to such Optional Disposition Date, then the Purchase Price will be paid in accordance with Section 6.06 of the Standard TermsTerms (treating any payment by the Holder of Class B Certificates pursuant to clause (x)(ii) above as remarketing proceeds), and the Hypothetical Gain Share, as calculated by Xxxxxxx Mac, will be paid from (i) first, amounts so provided to the Administrator by the Holders of Class B Certificates. In all other cases, at their electionthe Purchase Price shall be paid (i) from proceeds of the sale of Assets selected by Xxxxxxx Mac (after consultation with the Sponsor, after inquiry by but if no agreement is reached between Xxxxxxx Mac and the AdministratorSponsor, and (ii) second, sales of Bonds then such Assets as selected by Xxxxxxx Mac, but only to the extent necessary to pay such Hypothetical Gain Share (subject to applicable Authorized Denomination provisions), and in no event in an aggregate principal amount not exceeding the aggregate Current Certificate Balance of the Class A Certificates tendered pursuant to the Optional Disposition Right. To Right or (ii) in the event and to the extent any Bonds proceeds of such sale are sold not received in sufficient amounts or on a timely basis to pay the Purchase Price, from amounts advanced under the Liquidity Facility under Section 6.01(b) (any such advances to be reimbursed (together with interest thereon) from amounts received upon completion of any such sale). In connection with any sale of Assets pursuant to the preceding sentence, Hypothetical Gain Share as aforesaidpayable to such tendering Certificateholders shall also be paid from such proceeds, and the Assets sold shall be selected to permit payment of such Purchase Price and such Hypothetical Gain Share. In the event of such sale of Assets to fund the Purchase Price of tendered Class A Certificates, the aggregate Current Certificate Balance of such Class A Certificates so tendered will paid as a result shall be adjusted downward by the Administrator’s cancellation of such Class A Certificates in an amount equal to the aggregate principal amount of Bonds sold, such that the Aggregate Outstanding Certificate Balance does not exceed the Aggregate Outstanding Bond Balance, and only such reduced amount of Class A Certificates will be available for remarketing on the related Optional Disposition Datecancelled. However, in no event may a Holder of Class A Certificates exercise its Optional Disposition Right unless the Hypothetical Gain Share is greater than zero. If the Hypothetical Gain Share is not greater than zero, the Optional Disposition Date for which the Optional Disposition Right has been exercised will be cancelled, and any Class A Certificates delivered to the Administrator pursuant to the preceding paragraph will be returned to the Holders thereof.

Optional Disposition Date. (a) The Class A Certificates (other than any Class A Certificates held by any Sponsor Party) may be tendered at a price equal to the Optional Disposition Price on any Optional Disposition Date, in accordance with the following provisions. On any Optional Disposition Date, any Holder of Class A Certificates (other than Affected Certificates or Pledged Class A Certificates), which has held such Class A Certificates for at least one year, may tender any of its Class A Certificates for a price equal to the Optional Disposition Price. To tender its Class A Certificates, the Holder must submit a notice to the Administrator and its DTC Participant at least five (5) Business Days before the related Optional Disposition Date stating that such Holder is the Holder of a specified Current Certificate Balance of Class A Certificates, that it is exercising its right to tender such Class A Certificates in exchange for the Optional Disposition Price and its identity. Within one Business Day after it receives an optional disposition notice, the Administrator will notify the Remarketing Agent and Xxxxxxx Mac of its receipt. Unless otherwise directed by Xxxxxxx Mac, with the prior consent of the Sponsor (provided such consent shall not be required if a Liquidity Provider Termination Event has occurred and is continuing), the Remarketing Agent will attempt to remarket all Class A Certificates tendered pursuant to the Optional Disposition Right, for settlement on the related Optional Disposition Date. (b) On any Business Day not earlier than 10 Business Days before an Optional Disposition Date, any Holder of Class A Certificates may request a valuation of the Bonds from the Remarketing Agent. The Remarketing Agent will then determine such valuation for such Business Day in the manner specified in the definition of “Hypothetical Gain Share”. Such valuation will be provided to any such Holder solely for informational purposes and will be non-binding on any Person. (c) . On the Optional Disposition Date, the Class A Certificates tendered pursuant to the Optional Disposition Right will be surrendered by the related Holders to the Administrator. Such Holders of Class A Certificates will be paid the Optional Disposition Price for such Class A Certificates consisting of the Purchase Price of such Certificates and the related Hypothetical Gain Share. The To the extent that (x) either (i) such Optional Disposition Date is also a Reset Date and the tendered Class A Certificates are to be remarketed on such Reset Date or (ii) the Holders of the Class B Certificates commit to purchase such tendered Class A Certificates for the Purchase Price thereof and have deposited the amount of such Purchase Price with the Administrator prior to such Optional Disposition Date (but only if the Administrator has received a letter from each applicable Rating Agency confirming that such remarketing to Holders of Class B Certificates would not adversely affect the rating with respect to the Class A Certificates, and if such letter is not received, then no such remarketing to Holders of Class B Certificates shall be permitted) and (y) the Holders of Class B Certificates have provided the Administrator with the amount of any Hypothetical Gain Share payable to such tendering Holder prior to such Optional Disposition Date, then the Purchase Price will be paid in accordance with Section 6.06 of the Standard TermsTerms (treating any payment by the Holder of Class B Certificates pursuant to clause (x)(ii) above as remarketing proceeds), and the Hypothetical Gain Share, as calculated by Xxxxxxx Mac, will be paid from (i) first, amounts so provided to the Administrator by the Holders of Class B Certificates. In all other cases, at their election, after inquiry by the Administrator, and Purchase Price shall be paid (iii) second, sales from proceeds of the sale of Bonds selected by Xxxxxxx MacMac (after consultation with the Sponsor, but only to if no agreement is reached between Xxxxxxx Mac and the extent necessary to pay Sponsor, then such Hypothetical Gain Share (subject to applicable Authorized Denomination provisionsBonds as selected by Xxxxxxx Mac), and in no event in an aggregate principal amount not exceeding the aggregate Current Certificate Balance of the Class A Certificates tendered pursuant to the Optional Disposition Right. To Right or (ii) in the event and to the extent any Bonds proceeds of such sale are sold not received in sufficient amounts or on a timely basis to pay the Purchase Price, from amounts advanced under the Liquidity Facility under Section 6.01(b) (any such advances to be reimbursed (together with interest thereon) from amounts received upon completion of any such sale). In connection with any sale of Bonds pursuant to the preceding sentence, Hypothetical Gain Share as aforesaidpayable to such tendering Certificateholders shall also be paid from such proceeds, and the Bonds sold shall be selected to permit payment of such Purchase Price and such Hypothetical Gain Share. In the event of such sale of Bonds to fund the Purchase Price of tendered Class A Certificates, the aggregate Current Certificate Balance of such Class A Certificates so tendered will paid as a result shall be adjusted downward by the Administrator’s cancellation of such Class A Certificates in an amount equal to the aggregate principal amount of Bonds sold, such that the Aggregate Outstanding Certificate Balance does not exceed the Aggregate Outstanding Bond Balance, and only such reduced amount of Class A Certificates will be available for remarketing on the related Optional Disposition Datecancelled. However, in no event may a Holder of Class A Certificates exercise its Optional Disposition Right unless the Hypothetical Gain Share is greater than zero. If the Hypothetical Gain Share is not greater than zero, the Optional Disposition Date for which the Optional Disposition Right has been exercised will be cancelled, and any Class A Certificates delivered to the Administrator pursuant to the preceding paragraph will be returned to the Holders thereof.

Optional Disposition Date. (a) The Class A Certificates (other than any Class Certificates held by and Sponsor Party) may be tendered at a price equal to the Optional Disposition Price on any Optional Disposition Date, in accordance with the following provisions. On any Optional Disposition Date, any Holder of Class A Certificates (other than Affected Certificates or Pledged Class A Certificates), which has held such Class A Certificates for at least one year, may tender any of its Class A Certificates for a price equal to the Optional Disposition Price. To tender its Class A Certificates, the Holder must submit a notice to the Administrator and its DTC Participant at least five (5) Business Days before the related Optional Disposition Date stating that such Holder is the Holder of a specified Current Certificate Balance of Class A Certificates, that it is exercising its right to tender such Class A Certificates in exchange for the Optional Disposition Price and its identity. Within one Business Day after it receives an optional disposition notice, the Administrator will notify the Remarketing Agent and Xxxxxxx Mac of its receipt. Unless otherwise directed by Xxxxxxx Mac, with the prior consent of the Sponsor (provided such consent shall not be required if a Liquidity Provider Termination Event has occurred and is continuing), the Remarketing Agent will attempt to remarket all Class A Certificates tendered pursuant to the Optional Disposition Right, for settlement on the related Optional Disposition Date. (b) On any Business Day not earlier than 10 Business Days before an Optional Disposition Date, any Holder of Class A Certificates may request a valuation of the Bonds from the Remarketing Agent. The Remarketing Agent will then determine such valuation for such Business Day in the manner specified in the definition of “Hypothetical Gain Share”. Such valuation will be provided to any such Holder solely for informational purposes and will be non-binding on any Person. (c) . On the Optional Disposition Date, the Class A Certificates tendered pursuant to the Optional Disposition Right will be surrendered by the related Holders to the Administrator. Such Holders of Class A Certificates will be paid the Optional Disposition Price for such Class A Certificates consisting of the Purchase Price of such Certificates and the related Hypothetical Gain Share. The To the extent that (x) either (i) such Optional Disposition Date is also a Reset Date and the tendered Class A Certificates are to be remarketed on such Reset Date or (ii) the Holders of the Class B Certificates commit to purchase such tendered Class A Certificates for the Purchase Price thereof and have deposited the amount of such Purchase Price with the Administrator prior to such Optional Disposition Date (but only if the Administrator has received a letter from each applicable Rating Agency confirming that such remarketing to Holders of Class B Certificates would not adversely affect the rating with respect to the Class A Certificates, and if such letter is not received, then no such remarketing to Holders of Class B Certificates shall be permitted) and (y) the Holders of Class B Certificates have provided the Administrator with the amount of any Hypothetical Gain Share payable to such tendering Holder prior to such Optional Disposition Date, then the Purchase Price will be paid in accordance with Section 6.06 of the Standard TermsTerms (treating any payment by the Holder of Class B Certificates pursuant to clause (x)(ii) above as remarketing proceeds), and the Hypothetical Gain Share, as calculated by Xxxxxxx Mac, will be paid from (i) first, amounts so provided to the Administrator by the Holders of Class B Certificates. In all other cases, at their election, after inquiry by the Administrator, and Purchase Price shall be paid (iii) second, sales from proceeds of the sale of Bonds selected by Xxxxxxx MacMac (after consultation with the Sponsor, but only to if no agreement is reached between Xxxxxxx Mac and the extent necessary to pay Sponsor, then such Hypothetical Gain Share (subject to applicable Authorized Denomination provisionsBonds as selected by Xxxxxxx Mac), and in no event in an aggregate principal amount not exceeding the aggregate Current Certificate Balance of the Class A Certificates tendered pursuant to the Optional Disposition Right. To Right or (ii) in the event and to the extent any Bonds proceeds of such sale are sold not received in sufficient amounts or on a timely basis to pay the Purchase Price, from amounts advanced under the Liquidity Facility under Section 6.01(b) (any such advances to be reimbursed (together with interest thereon) from amounts received upon completion of any such sale). In connection with any sale of Bonds pursuant to the preceding sentence, Hypothetical Gain Share as aforesaidpayable to such tendering Certificateholders shall also be paid from such proceeds, and the Bonds sold shall be selected to permit payment of such Purchase Price and such Hypothetical Gain Share. In the event of such sale of Bonds to fund the Purchase Price of tendered Class A Certificates, the aggregate Current Certificate Balance of such Class A Certificates so tendered will paid as a result shall be adjusted downward by the Administrator’s cancellation of such Class A Certificates in an amount equal to the aggregate principal amount of Bonds sold, such that the Aggregate Outstanding Certificate Balance does not exceed the Aggregate Outstanding Bond Balance, and only such reduced amount of Class A Certificates will be available for remarketing on the related Optional Disposition Datecancelled. However, in no event may a Holder of Class A Certificates exercise its Optional Disposition Right unless the Hypothetical Gain Share is greater than zero. If the Hypothetical Gain Share is not greater than zero, the Optional Disposition Date for which the Optional Disposition Right has been exercised will be cancelled, and any Class A Certificates delivered to the Administrator pursuant to the preceding paragraph will be returned to the Holders thereof.

Optional Disposition Date. (a) The Class A Certificates may be tendered at a price equal to the Optional Disposition Price on any Optional Disposition Date, in accordance with the following provisions. On any Optional Disposition Date, any Holder of Class A Certificates (other than Affected Certificates or Pledged Class A Certificates), which has held such Class A Certificates for at least one year, may tender any of its Class A Certificates for a price equal to the Optional Disposition Price. To tender its Class A Certificates, the Holder must submit a notice to the Administrator and its DTC Participant at least five (5) Business Days before the related Optional Disposition Date stating that such Holder is the Holder of a specified Current Certificate Balance of Class A Certificates, that it is exercising its right to tender such Class A Certificates in exchange for the Optional Disposition Price and its identity. Within one Business Day after it receives an optional disposition notice, the Administrator will notify the Remarketing Agent and Xxxxxxx Mac of its receipt. Unless otherwise directed by Xxxxxxx Mac, the Remarketing Agent will attempt to remarket all Class A Certificates tendered pursuant to the Optional Disposition Right, for settlement on the related Optional Disposition Date.Holder (b) On any Business Day not earlier than 10 Business Days before an Optional Disposition Date, any Holder of Class A Certificates may request a valuation of the Bonds from the Remarketing AgentAgent (or the Servicer to the extent the Class A Certificates are in the Term Extended Rate or LIBOR Index Rate). The Remarketing Agent or the Servicer, as applicable, will then determine such valuation for such Business Day in the manner specified in the definition of “Hypothetical Gain Share”. Such valuation will be provided to any such Holder solely for informational purposes and will be non-binding on any Person. (c) On the Optional Disposition Date, the Class A Certificates tendered pursuant to the Optional Disposition Right will be surrendered by the related Holders to the Administrator. Such Holders of Class A Certificates will be paid the Optional Disposition Price for such Class A Certificates consisting of the Purchase Price of such Certificates and the related Hypothetical Gain Share. The Purchase Price will be paid in accordance with Section 6.06 of the Standard Terms, and the Hypothetical Gain Share, as calculated by Xxxxxxx Fxxxxxx Mac, will be paid from (i) first, amounts provided to the Administrator by the Holders of Class B Certificates, at their election, after inquiry by the Administrator, and (ii) second, sales of Bonds selected by Xxxxxxx Fxxxxxx Mac, but only to the extent necessary to pay such Hypothetical Gain Share (subject to applicable Authorized Denomination provisions), and in no event in an aggregate principal amount exceeding the aggregate Current Certificate Balance of the Class A Certificates tendered pursuant to the Optional Disposition Right. To the extent any Bonds are sold to pay either the Purchase Price of Term Extended Rate Class A Certificates or LIBOR Index Rate Class A Certificates in accordance with Section 6.06(a)(vi) or to pay Hypothetical Gain Share as aforesaid, the aggregate Current Certificate Balance of such Class A Certificates so tendered will be adjusted downward by the Administrator’s cancellation of such Class A Certificates in an amount equal to the aggregate principal amount of Bonds sold, such that the Aggregate Outstanding Certificate Balance does not exceed the Aggregate Outstanding Bond Balance, and and, if applicable, only such reduced amount of Class A Certificates will be available for remarketing on the related Optional Disposition Date. However, in no event may a Holder of Class A Certificates exercise its Optional Disposition Right unless the Hypothetical Gain Share is greater than zero. If the Hypothetical Gain Share is not greater than zero, the Optional Disposition Date for which the Optional Disposition Right has been exercised will be cancelled, and any Class A Certificates delivered to the Administrator pursuant to the preceding paragraph will be returned to the Holders thereof.