Partial Repurchases Clause Samples

Partial Repurchases. (a) On any Business Day prior to the applicable Repurchase Date for a Purchased Asset, Seller shall have the right, from time to time, to transfer to Buyer cash, together with a signed, revised Confirmation, for the purpose of reducing the outstanding Purchase Price of, but not terminating, a Transaction and without the release of any Purchased Assets; provided, that (i) any such reduction in outstanding Purchase Price occurring on a date other than a Remittance Date shall be required to be accompanied by payment of any other amounts due and payable by Seller under this Agreement (including, without limitation, under Section 12.03) and under any related Interest Rate Protection Agreement(s) with respect to such Purchased Asset, (ii) such transfer of cash to Buyer shall be in an amount no less than $1,000,000, and (iii) Seller shall provide Buyer with one (1) Business Day’s prior notice with respect to a reduction in outstanding Purchase Price in an amount greater than $5,000,000 occurring on any date that is not a Remittance Date. The revised Confirmation shall not be effective until executed by Buyer and delivered to Seller in accordance with Section 3.01(c). (b) To the extent that the Purchase Price of any Purchased Asset is reduced by Seller pursuant to clause (a) above, such that the Purchase Price, immediately after giving effect to such partial repurchase is less than fifty percent (50%) of the Maximum Purchase Price of such Purchased Asset, on the date of such partial repurchase, the Additional Funding Capacity shall be permanently reduced by the amount equal to the difference between (i) fifty percent (50%) of the Maximum Purchase Price of such Purchased Asset (for the avoidance of doubt, after first reducing such amount by an amount equal to all prior reductions, if any, under this Section 3.10(b)) and (ii) the Purchase Price of such Purchased Asset following the application of such reduction to the Purchase Price pursuant to this Section 3.10(b) which causes the Purchase Price to be less than fifty percent (50%) of the Maximum Purchase Price (as permanently reduced in the manner set forth herein); provided that Buyer may, in its sole discretion, waive any such permanent reduction of the Additional Funding Capacity.

Partial Repurchases. The terms and provisions governing Partial Repurchases are set forth in Section 7 of the Fee Letter, and are incorporated herein by reference.

Partial Repurchases. Upon surrender of a Note that is to be repurchased in part pursuant to this Section 1103, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an Authorized Denomination equal in principal amount to the un-repurchased portion of the Note surrendered.

Partial Repurchases a. On any Business Day prior to the applicable Repurchase Date for a Purchased Asset, Seller shall have the right, from time to time, to transfer to Buyer cash, together with a signed, revised Confirmation, for the purpose of reducing the outstanding Purchase Price of, but not terminating, a Transaction and without the release of any Purchased Assets; provided, that (i) any such reduction in outstanding Purchase Price occurring on a date other than a Remittance Date shall be required to be accompanied by payment of any other amounts due and payable by Seller under this Agreement (including, without limitation, under Section 12.03) and under any related Interest Rate Protection Agreement(s) with respect to such Purchased Asset,

Partial Repurchases. 48 ARTICLE 4

Partial Repurchases. On any Business Day prior to the Revolving Period Expiration Date, Seller shall have the right, from time to time, to transfer to Buyer cash, together with a signed, Amended and Restated Confirmation, for the purpose of reducing the outstanding Purchase Price of, but not terminating, a Transaction and without the release of any Purchased Assets (such transfer, a “Partial Repurchase”); provided, that: (i) immediately after giving effect to such Partial Repurchase, no more than four (4) requests for Partial Repurchases and Additional Advances, collectively, shall have been requested by Seller during such calendar month; (ii) the amount of such Partial Repurchase shall be in an amount no less than $1,000,000; (iii) any such reduction in outstanding Purchase Price occurring on a date other than a Remittance Date shall be required to be accompanied by payment of any other amounts due and payable by Seller under this Agreement with respect to such Purchased Asset; (iv) immediately after giving effect to such Partial Repurchase the outstanding Purchase Price for the related Purchased Asset is equal to or greater than the greater of (x) $5,000,000 and (y) twenty-five percent (25%) of the related Purchased Asset’s Market Value; and (v) Seller shall provide Buyer with two (2) Business Days’ prior written notice with respect to a reduction in outstanding Purchase Price occurring on any date that -48- LEGAL02/38049601v7