Common use of Optional Early Pay Out Clause in Contracts

Optional Early Pay Out. (a) On any Funding Change Date falling in the Revolving Period, the Seller may cause the principal portion of the Certificates to be prepaid in full or in part, (x) if the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with Shared Principal Collections as provided in Section 4.03(e) of the Agreement; provided, however that such prepayment shall not be permitted unless all due (or if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full. (b) In addition, on any Business Day, the Seller may cause the principal portion of the Certificates to be prepaid in full or in part, (x) if the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business Days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with the proceeds from issuance of a new Series issued substantially contemporaneously with such prepayment; provided, however that such prepayment shall not be permitted unless all due (or, if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full. (c) Servicer shall not give notice of any prepayment pursuant to Section 1.03(a) unless the Master Trust has funds sufficient to make such prepayment on the day notice is given and shall not give notice of any prepayment pursuant to Section 1.03(b) unless the Seller has obtained binding commitments which may be subject to customary conditions from one or more persons to purchase the new series in such amounts as will yield the net proceeds necessary to make the prepayment.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Navistar Financial Corp), Pooling and Servicing Agreement (Navistar Financial Securities Corp)

AutoNDA by SimpleDocs

Optional Early Pay Out. (a) In addition to Transferor's right to reduce the Series 1996-3 Invested Amount from time to time in accordance with Section 3.1 of the Certificate Purchase Agreement, Transferor may cause a prepayment of the Series 1996-3 Certificates pursuant to, and subject to the limitations set forth in, this Section 4.5. On any Funding Change Date Business Day falling in the Revolving Period, the Seller Transferor may provide notice to Trustee of its intention to accumulate funds to cause the Series 1996-3 Certificates to be prepaid in full, or in part in a minimum amount of $1,000,000 or in higher integral multiples of $1,000,000 (or in an amount equal to the entire principal portion amount of the Series 1996-3 Certificates, if less). When amounts sufficient for such prepayment have been accumulated, Transferor may provide notice to Trustee on any Distribution Date falling in the Revolving Period (the "Prepayment Notice") of the date, at least three Business Days after the date of such Prepayment Notice, when the prepayment shall occur. Trustee shall notify the affected Holders promptly upon receiving such Prepayment Notice. In the event of any partial prepayment of the Series 1996-3 Certificates, the Holders of those Series 1996-3 Certificates will be paid their pro rata share of such partial prepayment calculated in accordance with the outstanding principal amount of each Series 1996-3 Certificate as of the date of such prepayment. (b) Commencing upon the date specified in the notice to the Trustee referred to in subsection (a) (until an amount equal to the amount to be prepaid plus any Additional Amounts arising as a result of such prepayment has been accumulated), amounts shall be set aside for purposes of that prepayment in accordance with Section 4.3 of the Series 1996-2 Supplement, except that no such amounts shall be set aside if Transferor notifies Trustee that Transferor intends to cause the Series 1996-3 Certificates to be prepaid in full or (but not in part, (x) if by causing the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with Shared Principal Collections as provided in Section 4.03(e) of the Agreement; provided, however that such prepayment shall not be permitted unless all due (or if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full. (b) In addition, on any Business Day, the Seller may cause the principal portion of the Series Interest for Group I attributable to the Series 1996-3 Certificates to be prepaid in full conveyed to one or in part, more Persons (x) if who may be the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business Days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with the proceeds from issuance Holders of a new Series issued substantially contemporaneously with such prepayment; provided) for a cash purchase price in an amount equal to the sum of (i) the Series 1996-3 Initial Invested Amount, however that plus (ii) to the extent not available in the Carrying Cost Account, accrued and unpaid interest on the Series 1996-3 Certificates to the day of such prepayment shall (the "Refinancing Date"), plus (iii) to the extent not available from funds set aside pursuant to priority fourth of Section 4.3 of the Series 1996-2 Supplement, the Additional Amounts with respect to the Series 1996-3 Certificates. No such conveyance shall, however, be permitted unless all due (orif as a result thereof Transferor, if Big Flower or any of their Affiliates would acquire such portion of the Certificates are paid Series Interest or the underlying Receivables. In the case of any such conveyance, the purchase price shall be deposited in fullthe Principal Funding Account and shall be distributed to the Agent, all accrued) and unpaid Monthly Interestfor further distribution to the Holders of the 1996-3 Certificates, Additional Amounts and Nonon the Refinancing Date in accordance with the terms of Section 5.2 of the Series 1996-Use Fees have been paid in full2 Supplement. (c) Servicer shall not give notice of any Any prepayment pursuant to this Section 1.03(a) unless the Master Trust has funds sufficient to make such prepayment 4.5 shall be made on the day notice is given and shall not give later to occur of (i) the Distribution Date specified in the notice of prepayment and (ii) the Distribution Date on which sufficient funds (including funds to cover any prepayment related Additional Amounts) have been accumulated pursuant to Section 1.03(b4.3 or 4.4 of the Series 1996-2 Supplement or obtained by a conveyance described in subsection 4.5(b). (d) unless In the Seller has obtained binding commitments which may event of any partial prepayment of the Series 1996-3 Certificates, the Holders of those Certificates shall be subject to customary conditions from one or more persons to purchase paid their pro rata share of the new series partial prepayment calculated in such amounts as accordance with the outstanding principal amount of each Series 1996-3 Certificate. (e) The ratings of the Series 1996-3 Certificates will yield not address the net proceeds necessary to make the prepaymentlikelihood of payment of any Additional Amounts.

Appears in 1 contract

Samples: Pooling and Servicing Agreement Supplement (Big Flower Press Holdings Inc)

AutoNDA by SimpleDocs

Optional Early Pay Out. (a) On any Funding Change Date Business Day falling in the Revolving Period, the Seller Transferor may provide notice (an "Accumulation Notice") to Trustee of its intention to accumulate funds to cause the principal portion Series 1996-2 Certificates to be prepaid in full, or, for the Class A Certificates, the Class B Certificates or (subject to the last sentence of this subsection (a)) the Class C Certificates to be prepaid in part, in a minimum amount of $10,000,000 or in higher integral multiples of $500,000. When amounts sufficient for such prepayment have been accumulated, Transferor may provide notice to Trustee on any Distribution Date falling in the Revolving Period (a "Prepayment Notice") of the date, at least 30 days after the date of such Prepayment Notice, when the prepayment shall occur. Trustee shall notify the affected Holders within five Business Days of receiving such Prepayment Notice. No Class B Certificates may be prepaid unless either (x) the Class A Certificates have been paid in full or (y) after giving effect to such prepayment the Net Invested Amount would not exceed the Base Amount. No Class C Certificates may be prepaid unless either (x) the Class A Certificates and the Class B Certificates have been paid in full or (y) after giving effect to such prepayment the Net Invested Amount would not exceed the Base Amount. In the event of any partial prepayment of the Class A Certificates, the Class B Certificates or the Class C Certificates, the Holders of those Class A Certificates or Class B Certificates (as the case may be) will be paid their pro rata share of such partial prepayment calculated in accordance with the outstanding principal amount of each Class A Certificate, Class B Certificate or Class C Certificate (as the case may be) as of the related Record Date. The Class C Certificates may not be partially prepaid except as a result of a prepayment of at least 50% of the Class C Invested Amount as in effect on the date hereof. (b) Commencing upon the date specified in the Accumulation Notice (until an amount equal to the amount to be prepaid has been accumulated), amounts shall be set aside for purposes of that prepayment in accordance with Section 4.3, except that no such amounts shall be set aside if Transferor notifies Trustee that Transferor intends to cause the Series 1996-2 Certificates to be prepaid in full or (but not in part, (x) if by causing the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with Shared Principal Collections as provided in Section 4.03(e) of the Agreement; provided, however that such prepayment shall not be permitted unless all due (or if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full. (b) In addition, on any Business Day, the Seller may cause the principal portion of the Series Interest for Group I attributable to the Series 1996-2 Certificates to be prepaid in full conveyed to one or in part, more Persons (x) if who may be the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business Days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with the proceeds from issuance Holders of a new Series issued substantially contemporaneously with such prepayment; provided) for a cash purchase price in an amount equal to the sum of (i) the Series 1996-2 Initial Invested Amount, however that plus (ii) to the extent not available in the Carrying Cost Account, accrued and unpaid interest on the Series 1996-2 Certificates to the day of such prepayment shall not (the "Refinancing Date"). No such conveyance shall, however, be permitted unless all due (orif as a result thereof Transferor, if Big Flower or any of their Affiliates would acquire such portion of the Series Interest or the underlying Receivables. In the case of any such conveyance, the purchase price shall be deposited in the Principal Funding Account and shall be distributed to the Holders of the 1996-2 Certificates are paid on the Refinancing Date in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in fullaccordance with the terms of Section 5.2. (c) Servicer shall not give notice of any Any prepayment pursuant to this Section 1.03(a) unless the Master Trust has funds sufficient to make such prepayment 4.9 shall be made on the day notice is given later to occur of (i) the Distribution Date specified in the Prepayment Notice and shall not give notice of any prepayment (ii) the Distribution Date on which sufficient funds have been accumulated pursuant to Section 1.03(b4.3 or 4.4 or obtained by a conveyance described in subsection 4.9(b). (d) unless the Seller has obtained binding commitments which No Class B Certificates (or Certificates in any other Senior Subordinated Class) may be subject prepaid if any Senior Class is outstanding and, after giving effect to customary conditions from one that payment, the Net Invested Amount would exceed the Base Amount. (e) No Class C Certificates (or more persons Certificates in any other Junior Subordinated Class) may be prepaid if any Senior Subordinated Class is outstanding and, after giving effect to purchase that payment, the new series in such amounts as will yield Net Invested Amount would exceed the net proceeds necessary to make the prepaymentBase Amount.

Appears in 1 contract

Samples: Pooling and Servicing Agreement Supplement (Big Flower Press Holdings Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!