Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer of immediately available funds: (1) To the Indenture Trustee, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000); (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. (9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date; (10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Agreement then in effect, and (ii) to each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;
Appears in 1 contract
Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer of immediately available funds:
(1) To the Indenture Trustee, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof;
(2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx Fees then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Agreement then in effect, and (ii) to each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;
Appears in 1 contract
Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer and, in case of immediately available fundsthe distribution of such money on account of principal or interest, without presentment of any Notes:
(1i) To to the Indenture Trustee, an amount equal to the sum of (A) all Custodian and the Indenture Trustee’s Fees then Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without under the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereofIndenture;
(2ii) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Qualified Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of Hedge Counterparty under any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then OutstandingAgreement, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in any termination payment with respect to which the related Hedge Agreement) where the related Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (each as such terms are defined in the related applicable Hedge Agreement);
(iii) pursuant to the terms Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank;
(iv) to the Administrative Agent, any unpaid Administrative Agent Fees;
(v) to each Purchaser, its Non-Usage Fees;
(vi) to each Purchaser, its portion of the Interest Distribution Amount;
(vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero
(viii) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document;
(ix) to the Hedge Agreement then Counterparty, any amounts due under the Hedge Agreements not paid in effect, and (ii) above; and
(x) to each Series of Notes then Outstandingthe Issuer, pro rata based on unpaid principal any remaining amounts. Notwithstanding the foregoing paragraph, until all Series of if the Notes have been paid become due and payable following an Event of Default specified in full;clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof KL2 2878899.10 comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.
Appears in 1 contract
Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer of immediately available fundsTrustee:
(1) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) and of all other amounts due the Indenture Trustee under Section 905 hereof; and
(2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof;
(2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding other than termination payments) then due and payable pursuant to the terms of any Hedge Interest Rate Swap Agreement then in effect.effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty;
(93) To each the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series; provided, that if . If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among all the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding on such Payment Date to (y) the sum aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding;
(4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding on Outstanding;
(5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter;
(6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Payment DateSeries of Senior Notes;
(7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes;
(8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments;
(9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series;
(10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the following on a pro rata basis: related Supplement for such Series;
(i11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement;
(12) To each Hedge Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Interest Rate Swap Agreement then in effect; and
(13) To the Issuer, and (ii) to each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;any remaining amount.
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Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer and, in case of immediately available fundsthe distribution of such money on account of principal or interest, without presentment of any Notes:
(1i) To to the Indenture Trustee, an amount equal to the sum of (A) all Custodian and the Indenture Trustee’s Fees then Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without under the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereofIndenture;
(2ii) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Qualified Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of Hedge Counterparty under any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then OutstandingAgreement, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in any termination payment with respect to which the related Hedge Agreement) where the related Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (each as such terms are defined in the related applicable Hedge Agreement);
(iii) pursuant to the terms Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank;
(iv) to the Administrative Agent, any unpaid Administrative Agent Fees;
(v) to each Purchaser, its Non-Usage Fees;
(vi) to each Purchaser, its portion of the Interest Distribution Amount;
(vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero
(viii) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document;
(ix) to the Hedge Agreement then Counterparty, any amounts due under the Hedge Agreements not paid in effect, and (ii) above; and
(x) to each Series of Notes then Outstandingthe Issuer, pro rata based on unpaid principal any remaining amounts. Notwithstanding the foregoing paragraph, until all Series of if the Notes have been paid become due and payable following an Event of Default specified in full;clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.
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Samples: Indenture (Diamond Resorts Corp)
Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer and, in case of immediately available fundsthe distribution of such money on account of principal or interest, without presentment of any Notes:
(1i) To to the Indenture Trustee, an amount equal to the sum of (A) all Custodian and the Indenture Trustee’s Fees then Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without under the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereofIndenture;
(2ii) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Qualified Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of Hedge Counterparty under any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then OutstandingAgreement, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in any termination payment with respect to which the related Hedge Agreement) where the related Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (each as such terms are defined in the related applicable Hedge Agreement);
(iii) pursuant to the terms Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any Hedge Agreement then in effectdue and owing Lockbox Bank Fees to each Lockbox Bank;
(iv) to the Administrative Agent, and any unpaid Administrative Agent Fees;
(iiv) to each Series of Notes then OutstandingClass A Noteholder and Class B Noteholder, its Non-Usage Fees pro rata based on the Class A Percentage Interest and the Class B Percentage Interest, respectively;
(vi) to each Class A Noteholder, the Interest Distribution Amount for the Class A Notes based on the Class A Percentage Interest;
(vii) to each Class A Noteholder, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero;
(viii) to each Class B Noteholder, the Interest Distribution Amount for the Class B Notes based on the Class B Percentage Interest;
(ix) to each Class B Noteholder, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero;
(x) to each Class A Noteholder, its portion of the Deferred Interest Distribution Amount based on the Class A Percentage Interest;
(xi) to each Class B Noteholder, its portion of the Deferred Interest Distribution Amount based on the Class B Percentage Interest;
(xii) to each Purchaser, to the extent applicable, all other amounts due and unpaid principal under any Transaction Document;
(xiii) to the Hedge Counterparty, any amounts due under the Hedge Agreements not paid in (ii) above; and
(xiv) to the Issuer, any remaining amounts. Notwithstanding the foregoing paragraph, until all Series of if the Notes have been paid become due and payable following an Event of Default specified in full;clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.
Appears in 1 contract
Allocation of Money Collected. If the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including without limitation the amounts on deposit in the Reserve Account, the Prefunding Account, the Capitalized Interest Account and the obligations secured hereby Servicer Transition Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer and, in case of immediately available fundsthe distribution of such money on account of principal or interest, without presentment of any Notes:
(1i) To to the Indenture Trustee, an amount equal the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture;
(ii) to the sum Owner Trustee, any unpaid amounts owed to the Owner Trustee;
(iii) to the Administrator, any unpaid Administrator fees;
(iv) to the Servicer, any unpaid Servicing Fees;
(v) to the Class A Noteholders, the Class A Interest Distribution Amount;
(vi) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class A Notes have been reimbursed with interest at the related Note Rate;
(Avii) to the Class B Noteholders, the Class B Interest Distribution Amount;
(viii) to the Class B Noteholders, all remaining amounts until the Indenture Trustee’s Fees then Outstanding Note Balance of the Class B Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class B Notes have been reimbursed with interest at the related Note Rate;
(ix) to the Class C Noteholders, the Class C Interest Distribution Amount;
(x) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class C Notes have been reimbursed with interest at the related Note Rate;
(xi) to the Class D Noteholders, the Class D Interest Distribution Amount;
(xii) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class D Notes have been reimbursed with interest at the related Note Rate;
(xiii) to the Owner Trustee for distribution to the owners of the beneficial interests in the Issuer, any remaining amounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable for all Series then Outstanding following an Event of Default specified in Sections 6.1(d) or (provided, that such amounts e) and the Indenture Trustee shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval have effected a sale of the Requisite Global Majority (not assets pursuant to be unreasonably withheld)) and (B) Section 6.16 comprising the Trust Estate, any amounts payable to money collected by the Indenture Trustee in accordance with respect of the provisions of Section 403(e) hereof;
(2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager Trust Estate shall be applied in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) priorities specified in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effectSection 3.4.
(9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Agreement then in effect, and (ii) to each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;
Appears in 1 contract
Samples: Indenture (Sunterra Corp)
Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer of immediately available funds:
(1) To the Indenture Trustee, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof;
(2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To each of the Administrative following on a pro rata basis: (i) To the Transition Agent, any Transition Agent Fees then due and payable (not to exceed $6,000 per annum) and the Administrative payment of (or reimbursement for) any out-of-pocket expenses incurred by the Transition Agent Xxxx related to the actual transfer from the Manager to a Back-up Manager and (ii) To the Back-up Manager, any Back-up Manager Fees then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Agreement then in effect, and (ii) to each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;
Appears in 1 contract
Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer and, in case of immediately available funds:the distribution of such money on account of principal or interest, without presentment of any Notes: KL2 2889986.17
(1i) To to the Indenture Trustee, an amount equal to the sum of (A) all Custodian and the Indenture Trustee’s Fees then Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without under the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereofIndenture;
(2ii) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Qualified Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of Hedge Counterparty under any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then OutstandingAgreement, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in any termination payment with respect to which the related Hedge Agreement) where the related Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (each as such terms are defined in the related applicable Hedge Agreement);
(iii) pursuant to the terms Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank;
(iv) to the Administrative Agent, any unpaid Administrative Agent Fees;
(v) to each Purchaser, its Non-Usage Fees;
(vi) to each Purchaser, its portion of the Interest Distribution Amount;
(vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero;
(viii) to each Purchaser, its portion of the Deferred Interest Distribution Amount;
(ix) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document;
(x) to the Hedge Agreement then Counterparty, any amounts due under the Hedge Agreements not paid in effect, and (ii) above; and
(xi) to each Series of Notes then Outstandingthe Issuer, pro rata based on unpaid principal any remaining amounts. Notwithstanding the foregoing paragraph, until all Series of if the Notes have been paid become due and payable following an Event of Default specified in full;clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.”
Appears in 1 contract
Samples: Omnibus Amendment (Diamond Resorts International, Inc.)
Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such the Notes and the obligations secured hereby shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer and, in case of immediately available fundsthe distribution of such money on account of principal or interest, without presentment of any Notes:
(1i) To to the Indenture Trustee, an amount equal to the sum of (A) all Custodian and the Indenture Trustee’s Fees then Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without under the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereofIndenture;
(2ii) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Qualified Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of Hedge Counterparty under any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then OutstandingAgreement, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in any termination payment with respect to which the related Hedge Agreement) where the related Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (each as such terms are defined in the related applicable Hedge Agreement);
(iii) pursuant to the terms Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank;
(iv) to the Agent, any unpaid Agent Fees;
(v) to each Purchaser, its Non-Usage Fees;
(vi) to each Purchaser, its portion of the Interest Distribution Amount;
(vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero
(viii) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document;
(ix) to the Hedge Agreement then Counterparty, any amounts due under the Hedge Agreements not paid in effect, and (ii) above; and
(x) to each Series of Notes then Outstandingthe Issuer, pro rata based on unpaid principal any remaining amounts. Notwithstanding the foregoing paragraph, until all Series of if the Notes have been paid become due and payable following an Event of Default specified in full;clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.
Appears in 1 contract
Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any Any money collected by the Indenture Trustee pursuant to this Article or otherwise the remedies set forth in Section 8.03 (and any other monies that may be funds then held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby Trustee) shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee; PROVIDED, HOWEVER, that the provisions of this Section 8.07 shall not preclude the Indenture Trustee from receiving indemnities satisfactory to it from or on behalf of the Noteholders against the costs, expenses and liabilities it may incur in acting in compliance with the written directions of the Majority Holders; provided, further, that any such indemnities shall not be withheld or offset from the amounts payable to any Noteholders pursuant to clauses FIFTH through SIXTEENTH below: First: To the Indenture Trustee under the Indenture, the Indenture Trustee Fees then due and any reasonable out-of pocket expenses due and owing to the Indenture Trustee; Second: to the Back-up Servicer, the Back-up Servicer Fee then due and all other amounts owing to the Back-up Servicer; Third: to the Servicer, the Servicer Fee then due, together with any accrued and unreimbursed Servicer Advances; Fourth: to the Swap Counterparty, the Issuers Swap Payment; Fifth: to the Class A Noteholders, the Interest Amount due on the Class A Notes; Sixth: to the Class B Noteholders, the Interest Amount due on the Class B Notes; Seventh: to the Class C Noteholders, the Interest Amount due on the Class C Notes; Eighth: to the Class D Noteholders, the Interest Amount due on the Class D Notes; Ninth: to the Class E Noteholders, the Interest Amount due on the Class E Notes; Tenth: to the Class F Noteholders, the Interest Amount due on the Class F Notes; Eleventh: to the Class A Noteholders, the Outstanding Note Principal Balance of the Class A Notes; Twelfth: to the Class B Noteholders, the Outstanding Note Principal Balance of the Class B Notes; Thirteenth: to the Class C Noteholders, the Outstanding Note Principal Balance of the Class C Notes; Fourteenth: to the Class D Noteholders, the Outstanding Note Principal Balance of the Class D Notes; 66 Fifteenth: to the Class E Noteholders, the Outstanding Note Principal Balance of the Class E Notes; Sixteenth: to the Class F Noteholders, the Outstanding Note Principal Balance of the Class F Notes; Seventeenth: to the payment of all reasonable costs and expenses incurred by wire transfer any Noteholder in connection with the enforcement of immediately available funds:
(1) To its rights under the Notes or any Transaction Documents, ratably, without preference or priorities of any kind; Eighteenth: to the Indenture Trustee, an amount equal to the sum payment of (A) all the Indenture Trustee’s Fees then any other amounts due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee under the Indenture; Nineteenth: to the Swap Counterparty, any amounts relating to the Swap Termination Payments; and Twentieth: to the Issuers, any remaining amounts, PRO RATA, in accordance with the provisions of Section 403(e) hereof;
(2) To the Director Services Provider their respective percentage ownership interest in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effectContracts.
(9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Agreement then in effect, and (ii) to each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;
Appears in 1 contract
Samples: Indenture (HPSC Inc)
Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or and annulled, any money collected by the Indenture Trustee Agent with respect to the Notes pursuant to this Article or otherwise (and any other monies that may be funds then held or thereafter received by deposited into the Indenture Trustee as security for such Notes and the obligations secured hereby Issuer Collection Account) shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer of immediately available funds:
(1i) To the Indenture Trustee, an amount equal to the sum of (A) appropriate financial institutions, all the Indenture Trustee’s Fees then due fees and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval expenses charged in connection with its maintenance of the Requisite Global Majority (Issuer Collection Account, all Co-Issuer Collection Accounts and any other accounts provided for under the Transaction Documents not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereofexceed $20,000.00 per annum;
(2ii) To to the Director Services Provider in Manager, the amount of any unpaid fees (Management Fee and, to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Managerdistributed, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in on each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
(8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such prior Payment Date;
(10iii) To each to the Agent and the Noteholders, payment of all indemnity payments and reasonable costs and expenses incurred in connection with the enforcement of its rights hereunder or under the Notes, ratably, without preference or priority of any kind;
(iv) to the Noteholders, interest accrued on the Notes for the related Interest Period plus any accrued interest thereon remaining unpaid from any previous Interest Period, and interest on such overdue interest to the date such payment is made, at the Default Rate, but only to the extent that payment of such interest on interest shall be legally enforceable;
(v) to the Noteholders, the Note Principal Payment for such Payment Date in reduction of the following on a pro rata basis: Note Principal Balance of the Notes;
(ivi) to each Hedge Counterpartythe Noteholders, on a pro rata basis, all remaining Distributable Cash until the amount of Outstanding Note Balance and any unpaid payments then other Secured Obligations due and payable (including termination payments but excluding (x) any payments made the Noteholders pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge this Security Agreement then in effect, and (ii) to each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;
(vii) to any Hedge Counterparty, all amounts due pursuant to the related Hedge Agreement;
(viii) to each Indemnified Party, pro rata, any Secured Obligations owed to it;
(ix) to the Manager, the Issuer Management Fee and, to the extent not previously distributed, the Issuer Management Fee due on each prior Payment Date; and
(x) to the Issuer or such party as the Issuer may direct, all remaining Distributable Cash.
Appears in 1 contract
Allocation of Money Collected. If Subject to the Notes of all Series following paragraph, if the Asset Backed Loan has been declared, have been declared automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise Collateral Agent in respect of the Subject Collateral and any other monies money that may be held or thereafter received by the Indenture Trustee Collateral Agent as security for such Notes and the obligations secured hereby Asset Backed Loan shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee by wire transfer Administrative Agent and, in case of immediately available fundsthe distribution of such money on account of principal or interest, without presentment of any Notes:
(1i) To the Indenture Trustee, an amount equal to the sum of (A) all Collateral Agent, the Indenture Trustee’s Fees then due Paying Agent, the Custodian and payable for all Series then Outstanding (providedthe Back-Up Servicer, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof;
(2) To the Director Services Provider in the amount of ratably based on their respective entitlements, any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum)
(3) To the Manager, an amount equal to the sum of: (i) the Management Fee then amounts due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of under the Transaction Documents;
(4) To the Manager, reimbursement for any Manager Advances;
(5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable;
(6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000);
(7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement;
Qualified Hedge Counterparty (8) To each Hedge Counterpartyif any), the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of Hedge Counterparty under any Hedge Agreement then in effect.
(9) To each Series Account for each Series of Notes then OutstandingAgreement, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date;
(10) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in any termination payment with respect to which the related Hedge Agreement) where the related Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (each as such terms are defined in the related applicable Hedge Agreement));
(iii) pursuant to the terms Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Borrower’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank;
(iv) [Reserved];
(v) to the Administrative Agent, for further payment to each Lender, its Non-Usage Fees; Diamond - Collateral and Servicing Agreement #39303843
(vi) to the Administrative Agent, for further payment to each Lender, its portion of the Interest Distribution Amount;
(vii) to the Administrative Agent, for further payment to each Lender, all remaining amounts until the Outstanding Loan Balance is reduced to zero;
(viii) to the Administrative Agent, for further payment to each Lender, to the extent applicable, all other amounts due and unpaid under any Transaction Document;
(ix) to the Hedge Agreement then Counterparty (if any), any amounts due under the Hedge Agreements not paid in effect, and (ii) above; and
(x) to each Series the Borrower, any remaining amounts. Notwithstanding the foregoing paragraph, if the Asset Backed Loan has become due and payable following an Event of Notes then OutstandingDefault specified in clause (e) or (f) of the definition of “Event of Default” and the Collateral Agent shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Subject Collateral, pro rata based on unpaid principal amounts, until all Series any money collected by the Collateral Agent in respect of Notes have been paid the Subject Collateral shall be applied in full;accordance with the priorities specified in Section 3.4 hereof.
Appears in 1 contract
Samples: Collateral and Servicing Agreement (Diamond Resorts International, Inc.)
