Hypothetical Gain Share definition

Hypothetical Gain Share means, for any Class A Certificate, with respect to a Release Event Date, an Optional Disposition Date or a Mandatory Tender Date relating to a Liquidity Provider Termination Event, a Sponsor Act of Bankruptcy (if applicable) or a Clean-Up Event, (i) the product of (a) the aggregate of, for each Bond, (1) the highest bid (not including accrued interest) obtained after the Remarketing Agent solicits three bids to purchase such Bond from Persons that customarily provide such bids, other than the Administrator, F▇▇▇▇▇▇ Mac, the Remarketing Agent, any Holder of Class B Certificates, or any Affiliate of any such Person, including but not limited to investment dealers and brokers that customarily deal in municipal bonds, determined for the Business Day immediately preceding the Release Event Date, Optional Disposition Date, or Mandatory Tender Date, as applicable, minus (2) the Accreted Price of such Bond and (b) the ratio of the Current Certificate Balance of such Class A Certificate to be tendered to the Aggregate Outstanding Certificate Balance and (c) 0.10, minus (ii) any Hypothetical Gain Share previously paid to any Holder of such Class A Certificate. However, in no event may the Hypothetical Gain Share be less than zero. Hypothetical Gain Share is expressed as the variable “HGS” in the following formula:4 HGS = (MV-AP)( ACAC )(.10) -HGSPP (CLA+CLB) where MV = highest bid obtained from qualified bidder AP = Accreted Price for that Bond ACAC = Current Certificate Balance of applicable Class A Certificate CLA = Aggregate Outstanding Class A Certificate Balance CLB = Aggregate Outstanding Class B Certificate Balance HGSPP = Hypothetical Gain Share previously paid to any Holder of the applicable Class A Certificate 4Example:

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Hypothetical Gain Share. ' means, for any Class A CertiÑcate, with respect to a Release Event Date, an Optional Disposition Date or a Mandatory Tender Date relating to a Liquidity Provider Termination Event, a Sponsor Act of Bankruptcy (if applicable) or a Clean-Up Event, (i) the product of (a) the aggregate of, for each Asset, (1) the second highest bid (not including accrued interest) obtained after the Remarketing Agent solicits three bids to purchase such Asset from Persons that customarily provide such bids, other than the Administrator, Freddie Mac, the Remarketing Agent, any Holder of Class B CertiÑcates, or any AÇliate of any such Person, including but not limited to investment dealers and brokers that customarily deal in municipal bonds or mortgage loans, determined for the Business Day immediately preceding the Release Event Date, Optional Disposition Date, or Mandatory Tender Date, as applicable, minus (2) the Accreted Price of such Asset and (b) the ratio of the Current CertiÑcate Balance of such Class A CertiÑcate to be tendered to the Aggregate Outstanding CertiÑcate Balance and (c) 0.10, minus (ii) any Hypotheti- cal Gain Share previously paid to any Holder of such Class A CertiÑcate. However, in no event may the Hypothetical Gain Share be less than zero, provided that, with respect to any particular Asset, the subtraction described in (a) for purposes of determining the aggregate may result in a number that is less than zero, and this negative number will be used for purposes of calculating the aggregate amount described in (a). Hypothetical Gain Share is expressed as the variable ""HGS'' in the following formula:3

Hypothetical Gain Share means, for any Class A Certificate, with respect to a Release Event Date, an Optional Disposition Date or a Mandatory Tender Date relating to a Liquidity Provider Termination Event (if applicable), a Credit Provider Termination Date (if applicable), a Sponsor Act of Bankruptcy (if applicable), or a Clean-Up Event, (i) the product of (a) the aggregate of, for each Bond, (1) the highest bid (not including accrued interest) obtained after the Remarketing Agent (or the Servicer to the extent the Class A Certificates are in the Term Extended Rate or LIBOR Index Rate) solicits three bids to purchase such Bond from Persons that customarily provide such bids, other than the Administrator, F▇▇▇▇▇▇ Mac, the Remarketing Agent, the Servicer, any Holder of Class B Certificates, or any Affiliate of any such Person, including but not limited to investment dealers and brokers that customarily deal in municipal bonds, determined for the Business Day immediately preceding the Release Event Date, Optional Disposition Date, or Mandatory Tender Date, as applicable, minus (2) the Accreted Price of such Bond and (b) the ratio of the Current Certificate Balance of such Class A Certificate to be tendered to the Aggregate Outstanding Certificate Balance and (c) 0.10, minus (ii) any Hypothetical Gain Share previously paid to any Holder of such Class A Certificate. However, in no event may the Hypothetical Gain Share be less than zero. Hypothetical Gain Share is expressed as the variable “HGS” in the following formula:4

Examples of Hypothetical Gain Share in a sentence

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.
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.
Such Hypothetical Gain Share will be paid to the Class A Certificateholders in addition to any applicable Release Purchase Price.
When the Administrator receives amounts paid by ▇▇▇▇▇▇▇ Mac or the Sponsor in connection with a Release Event, the Administrator will promptly deposit an amount equal to the related Outstanding Bond Balance plus Hypothetical Gain Share, if applicable, into the Bond Payment Subaccount-Principal and an amount equal to accrued interest thereon into the Bond Payment Subaccount-Interest.
In addition, Hypothetical Gain Share, if any, as calculated by ▇▇▇▇▇▇▇ Mac, will be payable by the Administrator on the Release Event Date to the Holders of Class A Certificates on the Release Event Date from amounts provided by the Sponsor to the Administrator on such Release Event Date (and such Hypothetical Gain Share will be paid to the Class A Certificateholders in addition to the Release Purchase Price).
When the Administrator receives amounts paid by F▇▇▇▇▇▇ Mac or the Sponsor in connection with a Release Event, the Administrator will promptly deposit an amount equal to the related Outstanding Bond Balance plus Hypothetical Gain Share, if applicable, into the Bond Payment Subaccount-Principal and an amount equal to accrued interest thereon into the Bond Payment Subaccount-Interest.
In addition, Hypothetical Gain Share, if any, as calculated by F▇▇▇▇▇▇ Mac, will be payable on the Release Event Date from amounts provided by the Sponsor to the Administrator on such Release Event Date (and such Hypothetical Gain Share will be paid to the Class A Certificateholders in addition to the Release Purchase Price).
In addition, upon any Substitution, the Sponsor must pay Hypothetical Gain Share, if any, as calculated by ▇▇▇▇▇▇▇ Mac, with respect to the total principal amount of Bonds being released.
In connection with any sale of Bonds pursuant to the preceding sentence, Hypothetical Gain Share payable 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.

More Definitions of Hypothetical Gain Share

Hypothetical Gain Share. ' means, for any Class A Certificate, with respect to a Bond Release Kvent Date, an Optional Disposition Date or a Mandatory Tender Date relating to a Liquidity Provider Termination Kvent, a Sponsor Act of Bankruptcy (if applicable) or a Clean-Up Kvent,

Hypothetical Gain Share means, if applicable, for any Class A Certificate, with respect to a Release Event Date, an Optional Disposition Date or a Mandatory Tender Date relating to a Liquidity Provider Termination Event (if applicable), a Credit Provider Termination Date (if applicable), a Sponsor Act of Bankruptcy (if applicable) or a Clean-Up Event, (i) the product of (a) the aggregate of, for each Deposited Asset, (1) the highest bid (not including accrued interest) obtained after the Remarketing Agent (or the Servicer or the Administrator, as applicable, to the extent the Class A Certificates are in the Term Extended Rate) solicits three bids to purchase such Deposited Asset from Persons that customarily provide such bids, other than the Administrator, Freddie Mac, the Remarketing Agent, the Servicer, any Holder of Class B Certificates, or any Affiliate of any such Person, including but not limited to investment dealers and brokers that customarily deal in or have experience with tax-exempt loans and financing of affordable housing projects, determined for the Business Day immediately preceding the Release Event Date, Optional Disposition Date, or Mandatory Tender Date, as applicable, minus (2) the Accreted Price of such Deposited Asset and (b) the ratio of the Current Certificate Balance of such Class A Certificate to be tendered to the Aggregate Outstanding Certificate Balance and (c) 0.10, minus (ii) any Hypothetical Gain Share previously