Common use of Terminating Mandatory Tender Date Clause in Contracts

Terminating Mandatory Tender Date. (a) The Administrator will give written notice to the Registered Holders of the pending termination of the obligations and responsibilities of Xxxxxxx Mac, the Sponsor, the Remarketing Agent and the Administrator under the Series Certificate Agreement on a Terminating Mandatory Tender Date together with the notice of Mandatory Tender provided in Article VI. (b) By the close of business on the related Terminating Mandatory Tender Date, the Administrator will liquidate the Series Pool in accordance with the following provisions. On the second Business Day immediately preceding the Terminating Mandatory Tender Date, the Administrator will solicit three bids to purchase the Bonds from Persons other than the Specified Parties and which customarily provide such bids, including but not limited to investment dealers and brokers that customarily deal in municipal bonds, determined for the Business Day immediately preceding the Terminating Mandatory Tender Date. (c) On the Terminating Mandatory Tender Date, the Administrator will sell the Bonds to the extent necessary to pay (i) any accrued and unpaid expenses of the Series Pool (including, but not limited to, Administrator Fee, Xxxxxxx Mac Fee, Administrator Advances, Daily Administrator Advance Charges, Servicing Fee and Remarketing Agent Fee) and (ii) Hypothetical Gain Share, if any, as calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator. The remaining Bonds will be distributed to the Pledge Custodian to be held pursuant to the Reimbursement Agreement. (d) The Administrator will calculate and pay Hypothetical Gain Share, if any, in addition to the Purchase Price on the Terminating Mandatory Tender Date to the Holders of Class A Certificates tendered on the Terminating Mandatory Tender Date from (i) first, amounts provided by the Holders of Class B Certificates to the Administrator on such Terminating Mandatory Tender Date at their election after inquiry by the Administrator and (ii) second, from sales proceeds as described in Section 13.03(c). (e) When the distributions required pursuant to Section 13.03 have been completed, all Class A Certificates and Class B Certificates will be canceled.

Terminating Mandatory Tender Date. (a) The Administrator will give written notice to the Registered Holders of the pending termination of the obligations and responsibilities of Xxxxxxx Mac, the Sponsor, the Remarketing Agent and the Administrator under the Series Certificate Agreement on a Terminating Mandatory Tender Date together with the notice of Mandatory Tender provided in Article VI. (b) By the close of business on the related Terminating Mandatory Tender Date, the Administrator will liquidate the Series Pool in accordance with the following provisions. On the second Business Day immediately preceding the Terminating Mandatory Tender Date, the Administrator will solicit (1) at least three bids commitments to purchase the Bonds Assets from Persons Persons, other than the Specified Parties and Parties, which customarily provide such bids, including but not limited to investment dealers and brokers that customarily deal in municipal bondsbonds or mortgage loans and (2) a commitment to purchase the Assets from any interested Specified Parties, determined provided, however, that none of the Sponsor Parties may purchase the Assets if any of the Sponsor Parties could receive any of the gain from such sale as either the Holder of Class B Certificates or Class A Certificates. (In connection, with any proposed sale of the Assets, the Sponsor shall direct the Administrator to pay one hundred percent of the potential gain realized on the proposed sale to the Holders of the Class A Certificates (other than any of the Sponsor Parties) if a Sponsor Affiliate is the successful bidder). If the Assets can be sold for a price that is at least equal to the sum of the amounts specified in clauses (A) through (C) of the next subparagraph (the “Terminating Mandatory Tender Date Required Exchange Price”), the Series Pool will be liquidated in accordance with the provisions of the next subparagraph. If the Assets cannot be sold for a price that is at least equal to the Terminating Mandatory Tender Date Required Exchange Price, the Series Pool will be liquidated in accordance with the provisions of Section 13.03(c). If the Assets can be sold for a price that is at least equal to the Terminating Mandatory Tender Date Required Exchange Price, the Administrator will sell the Assets on the Terminating Mandatory Tender Date to the party that has committed, by the close of the Administrator’s business on the Business Day immediately preceding the Terminating Mandatory Tender Date, to purchase the Assets at the Commitment Price. Immediately upon the disposition of the Assets in accordance with this subparagraph, the Administrator will distribute the liquidation proceeds from the sale of Assets: (A) first, to pay any accrued and unpaid expenses of the Series Pool (including, but not limited to any Administrator Fee, Xxxxxxx Mac Fee, Administrator Advance, Daily Administrator Advance Charges, Servicing Fee, Special Servicing Fee and Remarketing Agent Fee); (B) second, the Hypothetical Gain Share, if any, calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator; (C) third, to reimburse Xxxxxxx Mac for all amounts owed under the Reimbursement Agreement, including all amounts with respect to the Pledged Class A Certificates arising as of such Terminating Mandatory Tender Date; (D) fourth, to pay to the Holders of Class B Certificates an amount equal to their Current Certificate Balance; and (E) fifth, to pay to the Holders of Class B Certificates the amount of each such Holder’s remaining Capital Account Balance (after taking into account all allocations pursuant to Article XI of these Standard Terms and previously distributed pursuant to clause (D)) as determined by Xxxxxxx Mac in accordance with Section 11.02 (including Gain Share and Market Discount Share). (c) On the Terminating Mandatory Tender Date, if the Assets cannot be sold for the Terminating Mandatory Tender Date Required Exchange Price, the Administrator will sell the Bonds Assets to the extent necessary to pay (i) any accrued and unpaid expenses of the Series Pool (including, but not limited to, Administrator Fee, Xxxxxxx Mac Fee, Administrator Advances, Daily Administrator Advance Charges, Servicing Fee, Special Servicing Fee and Remarketing Agent Fee) and (ii) Hypothetical Gain Share, if any, as calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator. The remaining Bonds Assets will be distributed to the Pledge Custodian to be held pursuant to the Reimbursement Agreement. (d) The Administrator will calculate and pay Hypothetical Gain Share, if any, in addition to the Purchase Price on the Terminating Mandatory Tender Date to the Holders of Class A Certificates tendered on the Terminating Mandatory Tender Date from (i) first, amounts provided by the Holders of Class B Certificates to the Administrator on such Terminating Mandatory Tender Date at their election after inquiry by the Administrator and (ii) second, from sales proceeds as described in Section 13.03(c). (e) When the distributions required pursuant to Section 13.03 have been completed, all Class A Certificates and Class B Certificates will be canceled.

Terminating Mandatory Tender Date. (a) The Administrator will give written notice to the Registered Holders of the pending termination of the obligations and responsibilities of Xxxxxxx Mac, the Sponsor, the Remarketing Agent and the Administrator under the Series Certificate Agreement on a Terminating Mandatory Tender Date together with the notice of Mandatory Tender provided in Article VI. (b) By the close of business on the related Terminating Mandatory Tender Date, the Administrator will liquidate the Series Pool in accordance with the following provisions. On the second Business Day immediately preceding the Terminating Mandatory Tender Date, the Administrator will solicit (1) at least three bids commitments to purchase the Bonds from Persons Persons, other than the Specified Parties and Parties, which customarily provide such bids, including but not limited to investment dealers and brokers that customarily deal in municipal bondsbonds and (2) a commitment to purchase the Bonds from any interested Specified Parties, determined provided, however, that none of the Sponsor Parties may purchase the Bonds if any of the Sponsor Parties could receive any of the gain from such sale as either the Holder of Class B Certificates or Class A Certificates. (In connection, with any proposed sale of the Bonds, the Sponsor shall direct the Administrator to pay one hundred percent of the potential gain realized on the proposed sale to the Holders of the Class A Certificates (other than any of the Sponsor Parties) if a Sponsor Affiliate is the successful bidder.) If the Bonds can be sold for a price that is at least equal to the sum of the amounts specified in clauses (A) through (C) of the next subparagraph (the “Terminating Mandatory Tender Date Required Exchange Price”), the Series Pool will be liquidated in accordance with the provisions of the next subparagraph. If the Bonds cannot be sold for a price that is at least equal to the Terminating Mandatory Tender Date Required Exchange Price, the Series Pool will be liquidated in accordance with the provisions of Section 13.03(c). If the Bonds can be sold for a price that is at least equal to the Terminating Mandatory Tender Date Required Exchange Price, the Administrator will sell the Bonds on the Terminating Mandatory Tender Date to the party that has committed, by the close of the Administrator’s business on the Business Day immediately preceding the Terminating Mandatory Tender Date, to purchase the Bonds at the Commitment Price. Immediately upon the disposition of the Bonds in accordance with this subparagraph, the Administrator will distribute the liquidation proceeds from the sale of Bonds: (A) first, to pay any accrued and unpaid expenses of the Series Pool (including, but not limited to any Administrator Fee, Xxxxxxx Mac Fee, Administrator Advance, Daily Administrator Advance Charges, Servicing Fee, Special Servicing Fee and Remarketing Agent Fee); (B) second, the Hypothetical Gain Share, if any, calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator; (C) third, to reimburse Xxxxxxx Mac for all amounts owed under the Reimbursement Agreement, including all amounts with respect to the Pledged Class A Certificates arising as of such Terminating Mandatory Tender Date; (D) fourth, to pay to the Holders of Class B Certificates an amount equal to their Current Certificate Balance; and (E) fifth, to pay to the Holders of Class B Certificates the amount of each such Holder’s remaining Capital Account Balance (after taking into account all allocations pursuant to Article XI of these Standard Terms and previously distributed pursuant to clause (D)) as determined by Xxxxxxx Mac in accordance with Section 11.02 (including Gain Share and Market Discount Share). (c) On the Terminating Mandatory Tender Date, if the Bonds cannot be sold for the Terminating Mandatory Tender Date Required Exchange Price, the Administrator will sell the Bonds to the extent necessary to pay (i) any accrued and unpaid expenses of the Series Pool (including, but not limited to, Administrator Fee, Xxxxxxx Mac Fee, Administrator Advances, Daily Administrator Advance Charges, Servicing Fee, Special Servicing Fee and Remarketing Agent Fee) and (ii) Hypothetical Gain Share, if any, as calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator. The remaining Bonds will be distributed to the Pledge Custodian to be held pursuant to the Reimbursement Agreement. (d) The Administrator will calculate and pay Hypothetical Gain Share, if any, in addition to the Purchase Price on the Terminating Mandatory Tender Date to the Holders of Class A Certificates tendered on the Terminating Mandatory Tender Date from (i) first, amounts provided by the Holders of Class B Certificates to the Administrator on such Terminating Mandatory Tender Date at their election after inquiry by the Administrator and (ii) second, from sales proceeds as described in Section 13.03(c13.03(b) or (c). (e) When the distributions required pursuant to Section 13.03 have been completed, all Class A Certificates and Class B Certificates will be canceled.

Terminating Mandatory Tender Date. (a) The Administrator will give written notice to the Registered Holders of the pending termination of the obligations and responsibilities of Xxxxxxx Fxxxxxx Mac, the Sponsor, the Remarketing Agent and the Administrator under the Series Certificate Agreement on a Terminating Mandatory Tender Date together with the notice of Mandatory Tender provided in Article VI. (b) By the close of business on the related Terminating Mandatory Tender Date, the Administrator will liquidate the Series Pool in accordance with the following provisions. On the second Business Day immediately preceding the Terminating Mandatory Tender Date, the Administrator will solicit three bids to purchase the Bonds from Persons other than the Specified Parties and which customarily provide such bids, including but not limited to investment dealers and brokers that customarily deal in municipal bonds, determined for the Business Day immediately preceding the Terminating Mandatory Tender Date. (c) On To the extent the amounts due under (i) and (ii) are not paid by the Holders of the Class B Certificates, at their election after inquiry by the Administrator, on the Terminating Mandatory Tender Date, the Administrator will sell the Bonds to the extent necessary to pay (i) any accrued and unpaid expenses of the Series Pool (including, but not limited to, Administrator Fee, Xxxxxxx Fxxxxxx Mac Fee, Administrator Advances, Daily Administrator Advance Charges, Servicing Fee and Remarketing Agent Fee) and (ii) Hypothetical Gain Share, if any, as calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator. The remaining Bonds will be distributed to the Pledge Custodian to be held pursuant to the Reimbursement Agreement. (d) The Administrator will pay the Purchase Price of the Class A Certificates in accordance with Section 6.06(c)(ii). Additionally, the Administrator will calculate and pay Hypothetical Gain Share, if any, in addition to the Purchase Price on the Terminating Mandatory Tender Date to the Holders of Class A Certificates tendered on the Terminating Mandatory Tender Date from (i) first, amounts provided by the Holders of Class B Certificates to the Administrator on such Terminating Mandatory Tender Date at their election after inquiry by the Administrator and (ii) second, from sales proceeds as described in Section 13.03(c). (e) When the distributions required pursuant to Section 13.03 have been completed, all Class A Certificates and Class B Certificates will be canceled. (f) For the avoidance of doubt, Section 13.03 shall not apply if there is a Credit Failure by Fxxxxxx Mac with regards to the Mandatory Tender Date.

Terminating Mandatory Tender Date. (a) The Administrator will give written notice to the Registered Holders of the pending termination of the obligations and responsibilities of Xxxxxxx Mac, the Sponsor, the Remarketing Agent and the Administrator under the Series Certificate Agreement on a Terminating Mandatory Tender Date together with the notice of Mandatory Tender provided in Article VI. (b) By the close of business on the related Terminating Mandatory Tender Date, the Administrator will liquidate the Series Pool in accordance with the following provisions. On the second Business Day immediately preceding the Terminating Mandatory Tender Date, the Administrator will solicit (1) at least three bids commitments to purchase the Bonds from Persons Persons, other than the Specified Parties and Parties, which customarily provide such bids, including but not limited to investment dealers and brokers that customarily deal in municipal bondsbonds and (2) a commitment to purchase the Bonds from any interested Specified Parties, determined provided, however, that none of the Sponsor Parties may purchase the Bonds if any of the Sponsor Parties could receive any of the gain from such sale as either the Holder of Class B Certificates or Class A Certificates. (In connection, with any proposed sale of the Bonds, the Sponsor shall direct the Administrator to pay one hundred percent of the potential gain realized on the proposed sale to the Holders of the Class A Certificates (other than any of the Sponsor Parties) if a Sponsor Affiliate is the successful bidder). If the Bonds can be sold for a price that is at least equal to the sum of the amounts specified in clauses (A) through (C) of the next subparagraph (the “Terminating Mandatory Tender Date Required Exchange Price”), the Series Pool will be liquidated in accordance with the provisions of the next subparagraph. If the Bonds cannot be sold for a price that is at least equal to the Terminating Mandatory Tender Date Required Exchange Price, the Series Pool will be liquidated in accordance with the provisions of Section 13.03(c). If the Bonds can be sold for a price that is at least equal to the Terminating Mandatory Tender Date Required Exchange Price, the Administrator will sell the Bonds on the Terminating Mandatory Tender Date to the party that has committed, by the close of the Administrator’s business on the Business Day immediately preceding the Terminating Mandatory Tender Date, to purchase the Bonds at the Commitment Price. Immediately upon the disposition of the Bonds in accordance with this subparagraph, the Administrator will distribute the liquidation proceeds from the sale of Bonds: (A) first, to pay any accrued and unpaid expenses of the Series Pool (including, but not limited to any Administrator Fee, Xxxxxxx Mac Fee, Administrator Advance, Daily Administrator Advance Charges, Servicing Fee, Special Servicing Fee and Remarketing Agent Fee); (B) second, the Hypothetical Gain Share, if any, calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator; (C) third, to reimburse Xxxxxxx Mac for all amounts owed under the Reimbursement Agreement, including all amounts with respect to the Pledged Class A Certificates arising as of such Terminating Mandatory Tender Date; (D) fourth, to pay to the Holders of Class B Certificates an amount equal to their Current Certificate Balance; and (E) fifth, to pay to the Holders of Class B Certificates the amount of each such Holder’s remaining Capital Account Balance (after taking into account all allocations pursuant to Article XI of these Standard Terms and previously distributed pursuant to clause (D)) as determined by Xxxxxxx Mac in accordance with Section 11.02 (including Gain Share and Market Discount Share). (c) On the Terminating Mandatory Tender Date, if the Bonds cannot be sold for the Terminating Mandatory Tender Date Required Exchange Price, the Administrator will sell the Bonds to the extent necessary to pay (i) any accrued and unpaid expenses of the Series Pool (including, but not limited to, Administrator Fee, Xxxxxxx Mac Fee, Administrator Advances, Daily Administrator Advance Charges, Servicing Fee, Special Servicing Fee and Remarketing Agent Fee) and (ii) Hypothetical Gain Share, if any, as calculated by the Administrator, to the extent unpaid by any Holder or Holders of Class B Certificates at their election after inquiry by the Administrator. The remaining Bonds will be distributed to the Pledge Custodian to be held pursuant to the Reimbursement Agreement. (d) The Administrator will calculate and pay Hypothetical Gain Share, if any, in addition to the Purchase Price on the Terminating Mandatory Tender Date to the Holders of Class A Certificates tendered on the Terminating Mandatory Tender Date from (i) first, amounts provided by the Holders of Class B Certificates to the Administrator on such Terminating Mandatory Tender Date at their election after inquiry by the Administrator and (ii) second, from sales proceeds as described in Section 13.03(c13.03 (b) or (c). (e) When the distributions required pursuant to Section 13.03 have been completed, all Class A Certificates and Class B Certificates will be canceled.