Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019, the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority: (i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority: (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then (C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then (D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then (E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then (F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then (G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate; (ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date; (iii) third, to pay Successor Manager Transition Expenses, if any; (iv) fourth, to pay the Weekly Management Fee to the Manager; (v) fifth, pro rata, (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v); (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date; (C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and (D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees; (vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full: (A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount; (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and (C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any; (vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date; (viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes; (ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes; (x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement; (xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee; (xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes; (xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date; (xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account; (xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any; (xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above; (xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date; (xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement; (xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes; (xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any; (xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account; (xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date; (xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date; (xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date; (xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them; (xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes; (xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes; (xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes; (xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and (xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
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Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Issuer shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) ), commencing no later than August 2on June 3, 20192016, the Trustee shall, based solely on the information contained in the Weekly Manager’s CertificateCertificate or, on and after the 2021 Springing Amendments Implementation Date, if delivered in accordance with the terms of the Transaction Documents, based solely on the information contained in an Omitted Payable Sums Certification to the extent of the information contained therein, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York City time) on such Weekly Allocation Date in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds consisting of Indemnification Amounts and Asset Disposition Proceeds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
: (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a on and after any Class A-1 Notes Amortization Event is continuingRenewal Date (after giving effect to any extensions), to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
basis, then (D) to make an allocation to the Senior Notes applicable Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series each Class on a pro rata basis (other than Class A-1 Notes until paid Notes) in full; then
alphanumerical order of designation, then (E) provided clause (C) does not apply, to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, and permanently reduce prepay the commitments under Outstanding Principal Amount of all Senior Subordinated Notes of each Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters in alphanumerical order of credit; then
designation, then (F) to make an allocation to the Senior Subordinated Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) Notes of this clause first shall be made each Class on the Quarterly Payment Date indicated a pro rata basis in the Weekly Manager’s Certificatealphanumerical order of designation;
(ii) second, (AA)(i) to reimburse the TrusteeTrustee and, and then, the ServicerServicer and (ii) on and after the 2021 Springing Amendments Implementation Date, then, the Back-Up Manager, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer (i) all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date and (ii) on and after the 2021 Springing Amendments Implementation Date, any such fees previously accrued and unpaid following the Series 2021-1 Closing Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, (A) to pay the Weekly Management Fee to the ManagerManager and (B) on and after the 2021 Springing Amendments Implementation Date, to pay any previously accrued and unpaid Weekly Management Fee to the Manager following the Series 2021-1 Closing Date;
(v) fifth, pro rata,
, (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Expenses Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
) and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) ; provided, on and after a Mortgage Preparation Eventthe 2021 Springing Amendments Implementation Date, that the deposit to the applicable Securitization Operating Expense Account of an amount equal to all accrued and unpaid fees, expenses and indemnities payable to the Trustee, and all indemnities payable to the Servicer, and the payment of any Mortgage Preparation Fees incurred by such sums to the Master Issuer, the Manager or the Trustee and Servicer, as applicable; and
(D) after a Mortgage Recordation Event, will not be subject to the Trustee, all Mortgage Recordation FeesCapped Securitization Operating Expense Amount after an Event of Default has occurred and is continuing;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through (C) below is are deposited in full:
: (A) to allocate to the Senior Notes applicable Interest Payment Account for each Series Class of Senior Notes, pro rata by amount due within each such Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
, (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
Fees Amount and (C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement an for payment, pro rata by amount equal to due, of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the applicable Interest Payment Account for each Class of Notes that are Senior Subordinated Notes Interest Payment AccountNotes, pro rata by amount due within each such Class, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes applicable Interest Reserve AccountAccounts, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; Deficit Amount and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series Deficit Amount for each Class of Notes, will be deposited into the Senior Notes Interest Reserve Account or the and Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series in alphanumerical order of Notesdesignation;
(x) tenth, pro rata, (A) to allocate to the Senior Notes applicable Principal Payment Account Account, an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Payments Amount, (2) any Senior Notes Quarterly Scheduled Principal Payment Deficiency Amount with respect to prior Quarterly Payment Dates and (3) amounts then known by the Manager that will become due under each Variable Funding any Class A-1 Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding such Class A-1 Note Purchase AgreementAgreement and (B) to deposit to the applicable Series Distribution Account in respect of each Series of Class A-1 Notes for which the Class A-1 Notes Renewal Date has not occurred, any outstanding amounts due and payable in respect of principal for such Series, for payment to the applicable Noteholders of such Series of Class A-1 Notes on such Weekly Allocation Date;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a on and after any Class A-1 Notes Amortization Event has occurred and is continuingRenewal Date (after giving effect to any extensions) for one or more Series of Notes, if the related Class A-1 Notes of such Series have not been repaid on or before such date, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, Notes of such Series on a pro rata basis based on commitment amounts, (including a commensurate permanent reduction of any remaining related Class A-1 Note Commitments in an amount sufficient to reduce respect thereof) until the Outstanding Principal Amount of all such Class A-1 Notes of such Series will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period Event has occurred and is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate (x) first, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate each Class of Senior Notes, first, to the Class A A-1 Notes on a pro rata basis (sequentiallyincluding a commensurate permanent reduction of any remaining Class A-1 Note Commitments) and then, in alphanumerical order to each remaining Class of Class A Notes) in an amount sufficient to reduce Senior Notes on a pro rata basis until the Outstanding Principal Amount of the each such Class A Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and then (y) second, 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce each Class of Senior Subordinated Notes until the Outstanding Principal Amount of the Senior Subordinated Notes each such Class will be reduced to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Payment Deficiency Amount, if any;
(xvi) sixteenth, to allocate to the Subordinated Notes Interest Payment Account for each Class of Subordinated Notes, pro rata by amount due within each such Class, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount;
(xvii) seventeenth, so long as no Rapid Amortization Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account an amount equal to the sum of (1) the Subordinated Notes Accrued Scheduled Principal Payments Amount, if any, and (2) the Subordinated Notes Scheduled Principal Payment Deficiency Amount, if any;
(xviii) eighteenth, if a Rapid Amortization Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account to each Class of Subordinated Notes until the Outstanding Principal Amount of each such Class will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xix) nineteenth, to deposit to the Securitization Operating Expense Account Account, an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Expenses Amount after giving effect to priority (v) above;
(xviixx) seventeenthtwentieth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviiixxi) eighteenthtwenty-first, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the each Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment AccountDate;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Additional Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount for the Senior Notes for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Senior Subordinated Notes for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Additional Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Subordinated Notes for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty; and (B) any other amount due and unpaid amounts payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes applicable Principal Payment Account Account(s) an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;consideration; and
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the remaining funds, if any (the “Residual Amount Amount”), at the direction of the Master Issuer.. Following the 2021 Springing Amendments Implementation Date, in addition, to the extent any amounts become payable by the Trustee to an account bank or securities intermediary under an Account Control Agreement with respect to any Management Accounts, amounts held in the Collection Account can be withdrawn and paid to such account bank or securities intermediary
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Samples: Base Indenture (Yum Brands Inc)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (with respect to a Quarterly Collection Period, unless the Manager Master Issuer shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day prior to such Weekly Allocation Date the Weekly ManagerServicer’s Certificate relating to such Weekly Allocation Date, Date in which case the application of Retained Weekly Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following subsequent to the day on which such Weekly ManagerServicer’s Certificate is delivered) commencing no later than August 2, 2019, the Master Issuer shall instruct the Trustee shallin writing to withdraw or allocate the funds, based solely on the information contained in the Weekly Manager’s Certificateincluding any Investment Income available thereon, withdraw the amount on deposit in the Collection Account on such Weekly Allocation Date as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priorityfollows:
(i) first, solely with respect to allocate to the Senior Notes Principal Payments Account or, if no Senior Notes are Outstanding and no amounts are due but unpaid to any Insurer on such Weekly Allocation Date, to the Subordinated Notes Principal Payments Account, any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s CertificatePayments;
(ii) second, to pay to the Master Servicer an amount equal to the sum of (A) to reimburse the TrusteeWeekly Master Servicing Amount for such Weekly Allocation Date, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then plus (B) an amount equal to reimburse the Manager Master Servicer Advances Reimbursement Amount for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate)such Weekly Allocation Date, and then plus (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for amount of PULSE Maintenance Fees deposited into the Collection Account during the Weekly Collection Period preceding such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
(A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed Master Issuer for payment of the Capped Securitization Operating Expense Expenses Amount with respect to the annual period in which for such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense Expenses payable on such Weekly Allocation Date pursuant to this priority clause (v);
iii) and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(Civ) after a Mortgage Preparation Eventfourth, to allocate to the payment of any Mortgage Preparation Fees incurred by the Master IssuerSenior Notes Interest Account, the Manager or the Servicer, as applicable; andSenior Notes Accrued Quarterly Insured Interest Amount for such Weekly Allocation Date;
(Dv) after a Mortgage Recordation Eventfifth, to allocate to the TrusteeInsurer Premiums Account, all Mortgage Recordation Feesthe Accrued Insurer Premiums Amount for such Weekly Allocation Date;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
(B) to allocate to the Class A-1 Senior Notes Commitment Fees Account, the Class A-1 Senior Notes Accrued Quarterly Commitment Fee Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if anyAmount for such Weekly Allocation Date;
(vii) seventh, to pay to each Insurer, as applicable, the Insurer Expenses Amount, if any, for such Weekly Allocation Date pro rata based on the Insurer Expenses Amounts owing to each such Insurer as of such Weekly Allocation Date;
(viii) eighth, to pay to each Insurer, as applicable, the Insurer Reimbursements Amount, if any, for such Weekly Allocation Date pro rata based on the Insurer Reimbursements Amounts owing to each such Insurer as of such Weekly Allocation Date;
(ix) ninth, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to for payment of the Capped Class A-1 Senior Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, Date pro rata based on the amounts owed due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation DateDate pursuant to this clause (ix);
(viiix) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, firsttenth, to deposit in into the Senior Notes Interest Reserve Account, an amount equal to any the Senior Notes Interest Reserve Account Deficiency Amount; and second, Deficit Amount on such Weekly Allocation Date with respect to deposit each Class of Senior Notes in accordance with the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amountapplicable Series Supplement; provided, however, that no amounts, with respect to any Series of Notes, will shall be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority clause (ixx) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any to the Master Servicer, an amount equal to the Supplemental Management Master Servicing Fee, together with any previously accrued and unpaid Supplemental Management Feeif any, for such Weekly Allocation Date;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account Account, an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation DateDate in accordance with the applicable Series Supplement;
(xiii) thirteenth, if such Weekly Allocation Date occurs during a Rapid Amortization Period, to allocate to the Senior Notes Principal Payments Account, all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until there are no amounts due but unpaid to any Insurer and no principal amounts with respect to the Senior Notes are Outstanding;
(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentiallyPayments Account, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Accrued Targeted Principal Payment AccountPayments Amount, and secondif any, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Accountfor such Weekly Allocation Date;
(xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate pay to the Senior Subordinated Notes Principal Payment Account, an Master Issuer for payment of the Excess Securitization Operating Expenses Amount for such Weekly Allocation Date pro rata based on the amount equal of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to the sum of this clause (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if anyxv);
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xvii) seventeenth, pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Senior Notes Administrative Expenses Amounts Amount due under each such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on the amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation DateDate pursuant to this clause (xvi);
(xviiixvii) eighteenthseventeenth, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Senior Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on the amounts due under each such Variable Funding Note Purchase AgreementAgreement on such Weekly Allocation Date pursuant to this clause (xvii);
(xixxviii) nineteentheighteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated NotesAmount for such Weekly Allocation Date;
(xxxix) twentiethnineteenth, so long as no if such Weekly Allocation Date occurs during a Rapid Amortization Period is continuingand no amounts are due but unpaid to any Insurer, to allocate to the Subordinated Notes Principal Payment Payments Account, (1) an amount equal all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to the Subordinated Notes are outstanding;
(xx) twentieth, if there are no Senior Notes Outstanding and no amounts are due but unpaid to any Insurer, to allocate to the Subordinated Notes Principal Payments Account, the Subordinated Notes Accrued Quarterly Scheduled Targeted Principal Payments Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if anyfor such Weekly Allocation Date;
(xxi) twenty-first, so long as a no Rapid Amortization Period Event is continuing, to allocate to the Subordinated Senior Notes Principal Payment Contingent Additional Interest Account, with respect to (A) the Subordinated Senior Notes Accrued Quarterly Contingent Additional Interest Amount and (to be allocated sequentially, in alphanumerical order of B) the Subordinated Notes) until the Outstanding Principal Class A-1 Senior Notes Accrued Quarterly Uninsured Interest Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Accountfor such Weekly Allocation Date;
(xxii) twenty-second, if a Rapid Amortization Event is continuing, to allocate to the Senior Notes Post-ARD Contingent Additional Interest Account, any (A) the Senior Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount and (B) the Class A-1 Senior Notes Quarterly Uninsured Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, so long as no Rapid Amortization Event is continuing, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior the Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for such Weekly Allocation Date;
(xxiv) twenty-fourth, if a Rapid Amortization Event is continuing, to allocate to the Subordinated Notes Post-ARD Contingent Additional Interest Account, any the Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit allocate to the Hedge Payment Senior Notes Principal Payments Account or, if no Senior Notes are Outstanding on such Weekly Allocation Date, to the Subordinated Notes Principal Payments Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge CounterpartyWeekly Aggregate Extension Prepayment Amount, if any, according to the amount due and payable to each of themfor such Weekly Allocation Date;
(xxvi) twenty-sixth, if a Residual Monthly Distribution Period is continuing and such Weekly Allocation Date is not a Residual Monthly Allocation Date, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior NotesResidual Amounts Account, the Residual Amount for such Weekly Allocation Date;
(xxvii) twenty-seventh, if a Residual Monthly Distribution Period is continuing and such Weekly Allocation Date is a Residual Monthly Allocation Date, to allocate pay to, or at the written direction of, the Master Issuer, the Residual Amount for such Weekly Allocation Date and all amounts allocated to the Senior Subordinated Notes Principal Payment Account, an amount equal Residual Amounts Account on each previous Weekly Allocation Date prior to any unpaid premiums and make-whole prepayment premiums with respect such Residual Monthly Allocation Date unless a Rapid Amortization Event is continuing in which case all amounts allocated to Senior Subordinated Notes;the Residual Amounts Account will be applied pursuant to Section 5.10(m); and
(xxviii) twenty-eighth, to allocate to pay to, or at the Subordinated Notes Principal Payment Accountwritten direction of, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninththe Master Issuer, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuerfor such Weekly Allocation Date.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Application of Weekly Collections on Weekly Allocation Dates. (a) On each Weekly Allocation Date, which may be a Currency Conversion Opt-Out Weekly Allocation Date or a Currency Conversion Weekly Allocation Date, following the immediately preceding Weekly Collection Period (unless the Manager Co-Issuers shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, (or, on and after the 2021 Springing Amendments Implementation Date (i) based solely on the information contained in the Weekly Manager’s Certificate or (ii) if delivered in accordance with the terms of the Transaction Documents, based on information contained in the Omitted Payable Sums Certificate to the extent of the information contained therein), withdraw the amount on deposit in the U.S. Collection Account Accounts (including any U.S. Dollar-denominated Canadian Allocation Amount and any other U.S. Dollar-denominated Canadian Allocation and Shortfall Payment Amount) and the Canadian Collection Accounts (including any Canadian Dollar-denominated U.S. Shortfall Payment Amount), as applicable, as of 10:00 a.m. (Eastern time) in respect of such preceding the applicable Weekly Collection Period Allocation Time for allocation or payment in the following order of priority:priority (except with respect to priority (ix)) in accordance with the Co-Issuers’ Allocable Shares (the “Priority of Payments”):
(i) first, solely with respect to any funds on deposit in the Collection Account Accounts on such Weekly Allocation Date consisting of Indemnification Amounts, Release Prices, Asset Disposition Proceeds or and Insurance/Condemnation Proceeds, in the following order of priority:
: (A) from the U.S. Collection Accounts, to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances and, on and after the 2021 Springing Amendments Implementation Date, then the Back-Up Manager (and accrued interest thereon at the Advance Interest Rate), then (B) from the U.S. Collection Accounts to reimburse the U.S. Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) and from the Canadian Collection Accounts to reimburse the Canadian Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a from the applicable Collection Account, on and after any Class A-1 Notes Amortization Event is continuingRenewal Date (after giving effect to any extensions), to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
basis, then (D) from the applicable Collection Account, to make an allocation to the Senior Notes Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters (other than the Class A-1 Notes) in alphanumerical order of credit; then
designation, then (FE) from the applicable Collection Account, to make an allocation to the Senior Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Senior Subordinated Notes; Notes of all Series on a pro rata basis in alphanumerical order of designation, and then
then (GF) from the applicable Collection Account, to make an allocation to the Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) Notes of this clause first shall be made all Series on the Quarterly Payment Date indicated a pro rata basis in the Weekly Manager’s Certificatealphanumerical order of designation;
(ii) second, (A) from the U.S. Collection Accounts to reimburse the TrusteeTrustee and, and then, the Servicer, and, on and after the 2021 Springing Amendments Implementation Date, then, the Back-Up Manager, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) from the U.S. Collection Accounts, to reimburse the U.S. Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate) and from the Canadian Collection Accounts, to reimburse the Canadian Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) from the U.S. Collection Accounts, to pay the Servicer all applicable Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, from the U.S. Collection Accounts, to pay Successor Manager Transition Expenses, if any, to any Successor Manager of the U.S. Manager and from the Canadian Collection Accounts, to pay any Successor Manager Transition Expenses, if any, to any Successor Manager of the Canadian Manager;
(iv) fourth, from the U.S. Collection Accounts, to pay the portion of the Weekly Management Fee allocable to the U.S. Manager and from the Canadian Collection Accounts, to pay the portion of the Weekly Management Fee allocable to the Canadian Manager;
(v) fifth, (x) prior to the Amendment No. 4 Trigger Date, from the U.S. Collection Accounts, or Canadian Collection Accounts in respect of any Canadian Direct Payment Amount, pro rata,
, (A) to deposit to the applicable Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the applicable Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
, and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;2, and (y) on and after the Amendment No. 4 Trigger Date;
(C) after a Mortgage Preparation Event, from the U.S. Collection Accounts, or Canadian Collection Accounts in respect of any Canadian Direct Payment Amount, pro rata, to deposit to the payment of applicable Securitization Operating Expense Account, an amount equal to any Mortgage Preparation Fees incurred by previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the Master Issuerimmediately following Weekly Allocation Date, in an aggregate amount not to exceed the Manager or Capped Securitization Operating Expense Amount with respect to the Servicer, as applicable; and
(D) annual period in which such Weekly Allocation Date occurs after a Mortgage Recordation Eventgiving effect to all deposits previously made to the applicable Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the Trusteeamount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v), provided, that the deposit to the Securitization Operating Expense Account of an amount equal to all Mortgage Recordation Feesaccrued and unpaid fees, expenses and indemnities payable to the Trustee and all indemnities payable to the Servicer will not be subject to the Capped Securitization Operating Expense Amount if an Event of Default has occurred and is continuing;
(vi) sixth, from the applicable Collection Account, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through and (CB) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through and (CB) below is are deposited in full:
: (A) to allocate to the applicable Senior Notes Interest Payment Account for each Series of Senior NotesAccount, pro rata by amount due within each Seriessuch Class, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
Amount and (B) to allocate to the applicable Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Fees Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
Appears in 1 contract
Samples: Base Indenture Amendment (Driven Brands Holdings Inc.)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Master Issuer shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Weekly Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following subsequent to the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shallamount on deposit in the Collection Account on such Weekly Allocation Date will be applied or allocated by the Trustee, based solely on the information provided to it by the Manager (or, on and after the Springing Amendments Implementation Date, if delivered in accordance with the terms of the Related Documents, based solely on the information contained in the Weekly Manager’s CertificateOmitted Payable Sums Certification to the extent of the information contained therein), withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:priority (the “Priority of Payments”):
(i) first, first solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Payments or Real Estate Disposition Proceeds or Insurance/Condemnation Proceeds, to allocate Indemnification and Real Estate Proceeds Payment Amounts in the following manner and order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated set forth in the Weekly Manager’s Certificatedefinition thereof;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay to the Manager an amount equal to the Weekly Management Fee to for such Weekly Allocation Date, plus the Manageramount of PULSE Maintenance Fees and Technology Fees deposited into the Collection Account during the Weekly Collection Period preceding such Weekly Allocation Date;
(v) fifth, pro rata,
to pay (or retain to the extent payable to the Trustee) (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Master Issuer for payment of the Capped Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Amount for such Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed disbursed pro rata based on the amount of each type of Securitization Operating Expense Expenses payable on such Weekly Allocation Date pursuant to this priority (v);
) and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses allocate pro rata: (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each SeriesAccount, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
Amount for such Weekly Allocation Date, if any; and (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
(C) to allocate to the Hedge Payment Account, the applicable amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty; provided, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (CB) will exclude any termination payment payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any;
(vii) seventh, to allocate to the Class A-1 Senior Notes Commitment Fees Account, the Class A-1 Senior Notes Accrued Quarterly Commitment Fee Amount for such Weekly Allocation Date;
(viii) eighth, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to for payment of the Capped Class A-1 Senior Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, Date pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation DateDate pursuant to this priority (viii);
(viiiix) eighthninth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated NotesAmount for such Weekly Allocation Date;
(ixx) ninth, firsttenth, to deposit in into the Senior Notes Interest Reserve Account, an amount equal to any the Senior Notes Interest Reserve Account Deficiency Amount; and second, Deficit Amount on such Weekly Allocation Date with respect to deposit each Class of Senior Notes in accordance with the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amountapplicable Series Supplement; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix£x) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(xxi) tentheleventh, to deposit into the Senior Subordinated Notes Interest Reserve Account, an amount equal to the Senior Subordinated Notes Interest Reserve Account Deficit Amount on such Weekly Allocation Date with respect to each Class of Senior Subordinated Notes in accordance with the applicable Series Supplement; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Subordinated Notes Interest Reserve Account pursuant to this priority (xi) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(xii) twelfth, to allocate to the Senior Notes Principal Payment Account Payments Account, an amount equal to the sum of (1A) any the Senior Notes Accrued Quarterly Scheduled Principal Amount, Payments Amount for such Weekly Allocation Date and (2B) any the Senior Notes Quarterly Scheduled Principal Payments Deficiency Amount for such Weekly Allocation Date;
(xiii) thirteenth, to allocate to the Senior Notes Principal Payments Account an amount, if any, equal to the lesser of (A) 25% of amounts available after application of clauses (i) through (xii) above on such Weekly Allocation Date and (3B) the Senior Notes Scheduled Principal Catch-Up Amount outstanding on such Weekly Allocation Date; provided, that after the commencement of a Rapid Amortization Period, amounts then known by shall be payable pursuant to this clause (xiii) only (A) if the Manager that will become due under each Variable Funding Note Purchase Agreement Quarterly Payment Date on which such Senior Notes Scheduled Principal Catch-Up Amount became payable occurred on or prior to the immediately succeeding Quarterly Payment Date with respect commencement of such Rapid Amortization Period and (B) to the cash collateralization extent of letters the Senior Notes Scheduled Principal Catch-Up Amount that was outstanding at the commencement of credit issued under each Variable Funding Note Purchase Agreementsuch Rapid Amortization Period;
(xixiv) eleventhfourteenth, to pay any pro rata (A) to the Manager, an amount equal to the Supplemental Management Fee, together with any previously accrued if any, for such Weekly Allocation Date and unpaid Supplemental Management Fee(B) to the Manager an amount equal to the Weekly Distribution Services Reimbursement Amount, if any;
(xiixv) twelfthfifteenth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Senior Notes Amortization Event has occurred and is continuing, to allocate to the Senior Notes Principal Payment Payments Account to allocate all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notesare Outstanding;
(xiiixvi) thirteenthsixteenth, so long as (x) no Rapid Amortization Period is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account Account, an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xivxvii) fourteenthseventeenth, so long as if such Weekly Allocation Date occurs during a Rapid Amortization Period is continuingPeriod, to allocate first, to the Senior Notes Principal Payment Payments Account all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Accountare Outstanding;
(xvxviii) fifteenth, so long as no Rapid Amortization Period is continuingeighteenth, to allocate to the Senior Subordinated Notes Principal Payment Account, Payments Account an amount equal to the sum of (1A) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, Payments Amount for such Weekly Allocation Date and (2B) the Senior Subordinated Notes Quarterly Scheduled Principal Payments Deficiency Amount, if anyAmount for such Weekly Allocation Date;
(xvixix) sixteenthnineteenth, to deposit allocate to the Securitization Operating Expense Senior Subordinated Notes Principal Payments Account an amount equal to any accrued and unpaid Senior Subordinated Notes Scheduled Principal Catch-Up Amount outstanding on such Weekly Allocation Date, as specified in the applicable Series Supplement;
(xx) twentieth, if such Weekly Allocation Date occurs during a Rapid Amortization Period, to allocate to the Senior Subordinated Notes Principal Payments Account, all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to the Senior Subordinated Notes are Outstanding;
(xxi) twenty-first, to pay (or retain to the extent payable to the Trustee) to the Master Issuer for payment of the Excess Securitization Operating Expenses (together with any Amount for such Weekly Allocation Date to be retained or disbursed pro rata based on the amount of each type of Securitization Operating Expenses that are expected to be payable prior to the immediately following on such Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect Date pursuant to this priority (v) above;xxi):
(xviixxii) seventeenthtwenty-second, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Senior Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;Date pursuant to this priority (xxii):
(xviiixxiii) eighteenthtwenty-third, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Senior Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;Agreement on such Weekly Allocation Date pursuant to this priority (xxiii):
(xixxxiv) nineteenthtwenty-fourth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated NotesAmount for such Weekly Allocation Date;
(xxxxv) twentieth, so long as no Rapid Amortization Period is continuingtwenty-fifth, to allocate to the Subordinated Notes Principal Payment Payments Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if anyfor such Weekly Allocation Date;
(xxixxvi) twenty-first, so long as a Rapid Amortization Period is continuingsixth, to allocate to the Subordinated Notes Principal Payment Payments Account an amount equal to any Subordinated Notes
(xxvii) twenty-seventh, if such Weekly Allocation Date occurs during a Rapid Amortization Period, to allocate to the Subordinated Notes Principal Payments Account, all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Accountare Outstanding;
(xxiixxviii) twenty-secondeighth, to allocate to the Senior Notes Post- ARD Contingent Interest Account, the Senior Notes Accrued Quarterly Post- ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxix) twenty-ninth, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any the Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiiixxx) twenty-thirdthirtieth, to allocate to the Senior Subordinated Notes Post-Post- ARD Contingent Interest Account, any Senior the Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, Amount for such Weekly Allocation Date;
(xxivxxxi) twentythirty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-fifthfirst, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty, if any, and (B) any other amount payable to a Hedge Counterparty, if any, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, Counterparty according to the amount due and payable to each of them;
(xxvixxxii) twentythirty-sixthsecond, to pay, as directed by the Manager in accordance with the Management Agreement, the Environmental Remediation Expenses Amount, if any, for such Weekly Allocation Date;
(xxxiii) thirty-third, to allocate to the Senior Notes Principal Payment Account Payments Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxviixxxiv) twentythirty-seventhfourth, to allocate to the Senior Subordinated Notes Principal Payment Payments Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviiixxxv) twentythirty-eighthfifth, to allocate to the Subordinated Notes Principal Payment Payments Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxixxxxvi) twentythirty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtiethsixth, to pay to the Residual Amount Manager an amount equal to the Weekly Equipment Purchasing Reimbursement Amount;
(xxxvii) thirty-seventh, at the direction of the Manager acting on behalf of the Master Issuer, to deposit to the Lease Concentration Account, the Equipment Holder Concentration Account and the Real Estate Holder Concentration Account, the amounts, if any, required to cause the amount on deposit in such accounts to equal the Lease Concentration Account Minimum Balance, the Equipment Holder Concentration Account Minimum Balance and the Real Estate Holder Concentration Account Minimum Balance, respectively, pro rata according to the amounts required to achieve such account balances; and
(xxxviii) thirty-eighth, to pay to, or at the written direction of, the Master Issuer, the Residual Amount for such Weekly Allocation Date. The recipient of the Residual Amount may use such funds in its sole discretion.
Appears in 1 contract
Samples: Sixth Supplement to Amended and Restated Base Indenture (Dominos Pizza Inc)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes affected by such Class A-1 Notes Amortization Event on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
(A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
(B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;.
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
(B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 NotesNotes affected by such Class A-1 Notes Amortization Event, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all the Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount Balance of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;; and
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
Appears in 1 contract
Samples: Base Indenture (Wendy's Co)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuingcontinuing with respect to any Series of Class A-1 Notes Outstanding, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes of such Series of Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; provided, that if a Class A-1 Notes Amortization Event is continuing with respect to more than one Series of Class A-1 Notes, the amounts available for allocation pursuant to this clause (C) shall be allocated (x) among all such Series of Class A-1 Notes on a pro rata basis based on the Outstanding Principal Amount of each such Series of Class A-1 Notes and (y) within each such Series of Class A-1 Notes on a pro rata basis based on commitment amounts; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; provided, that if there is more than one Series of Class A-1 Notes Outstanding, the amounts available for allocation pursuant to this clause (E) shall be allocated (x) among all such Series of Class A-1 Notes on a pro rata basis based on the Outstanding Principal Amount of each such Series of Class A-1 Notes and (y) within each such Series of Class A-1 Notes on a pro rata basis based on commitment amounts; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
(A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
(B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;.
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
(B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuingcontinuing with respect to any Series of Class A-1 Notes Outstanding, to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all such Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes; provided, that if a Class A-1 Notes Amortization Event is continuing with respect to more than one Series of Class A-1 Notes, the amounts available for allocation pursuant to this priority (xii) shall be allocated (A) among all such Series of Class A-1 Notes on a pro rata basis based on the Outstanding Principal Amount of each such Series of Class A-1 Notes and (y) within each such Series of Class A-1 Notes on a pro rata basis based on commitment amounts;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount Balance of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;; and
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
Appears in 1 contract
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York City time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification AmountsIndemnification, Asset Disposition Proceeds or Insurance/Condemnation ProceedsPayment Amounts, in the following order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); , then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); , then
(C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all Class A-1 Notes affected by such Class A-1 Notes Amortization Event on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(D) to make an allocation to the Senior Notes Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in fullNotes; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all Class A-1 Notes of all Series on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
(A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);,
(B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;Date and
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
(B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; Amount and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided provided, that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to for payment of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation DateDate pro rata, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount; provided, that, unless the Master Issuer (or the Manager on its behalf) otherwise elects, no Senior Notes Accrued Quarterly Scheduled Principal Amount will be allocated on any Weekly Allocation Date if the related Series Non-Amortization Test, if any, is met as of such Quarterly Payment Date and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period Event has occurred and is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce Notes until the Outstanding Principal Amount of all the Class A-1 Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder will be cash-collateralized on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period Event has occurred and is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate first, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce until the Outstanding Principal Amount of the Class A Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder will be cash-collateralized on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient Account, to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero Notes, (sequentially, in alphanumerical order of the Senior Subordinated Notes) until the Outstanding Principal Amount of the Senior Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority clause (v) above;
(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes Notes, (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxiv) twenty-twenty- fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-twenty- fifth, pro rata, (A) to deposit to the Hedge Payment Account, (Ax) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty; and (By) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of themthem and (B) to pay to each Cash Management Bank, any Cash Management Obligations then due and payable to such Cash Management Bank;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;; and
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
Appears in 1 contract
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s CertificateCertificate (or, on and after the 2021 Springing Amendments Implementation Date, if delivered in accordance with the terms of the Related Documents, based solely on the information contained in the Omitted Payable Sums Certification to the extent of the information contained therein), withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuingcontinuing with respect to any Series of Class A-1 Notes Outstanding, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes of such Series of Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; provided, that if a Class A-1 Notes Amortization Event is continuing with respect to more than one Series of Class A-1 Notes, the amounts available for allocation pursuant to this clause (C) shall be allocated (x) among all such Series of Class A-1 Notes on a pro rata basis based on the Outstanding Principal Amount of each such Series of Class A-1 Notes and (y) within each such Series of Class A-1 Notes on a pro rata basis based on commitment amounts; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; provided, that if there is more than one Series of Class A-1 Notes Outstanding, the amounts available for allocation pursuant to this clause (E) shall be allocated (x) among all such Series of Class A-1 Notes on a pro rata basis based on the Outstanding Principal Amount of each such Series of Class A-1 Notes and (y) within each such Series of Class A-1 Notes on a pro rata basis based on commitment amounts; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager; and on and after the 2022 Springing Amendments Implementation Date, any previously accrued and unpaid Weekly Management Fee;
(v) fifth, pro rata,
(A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
(B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees; provided that on and after the 2022 Springing Amendments Implementation Date, the deposit to the Securitization Operating Expense Account of an amount equal to all accrued and unpaid fees, expenses and indemnities payable to the Trustee, and all indemnities payable to the Servicer, and the payment of such sums to the Trustee and the Servicer, as applicable, will not be subject to the Capped Securitization Operating Expense Amount after an Event of Default has occurred and is continuing; provided, further, that on and after the 2022 Springing Amendments Implementation Date, the payment of any such fees, expenses and indemnities payable to the Trustee and any such indemnities payable to the Servicer that were incurred during any period while an Event of Default has occurred and is continuing will not be subject to the Capped Securitization Operating Expenses Amount, regardless of whether or not an Event of Default exists at the time of such payment;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
(B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will shall be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuingcontinuing with respect to any Series of Class A-1 Notes Outstanding, to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all such Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes; provided, that if a Class A-1 Notes Amortization Event is continuing with respect to more than one Series of Class A-1 Notes, the amounts available for allocation pursuant to this priority (xii) shall be allocated (A) among all such Series of Class A-1 Notes on a pro rata basis based on the Outstanding Principal Amount of each such Series of Class A-1 Notes and (y) within each such Series of Class A-1 Notes on a pro rata basis based on commitment amounts;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount Balance of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will shall be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;; and
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
Appears in 1 contract
Samples: Base Indenture (Wendy's Co)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Issuer shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) ), commencing no later than August 2on June 3, 20192016, the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York City time) on such Weekly Allocation Date in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds consisting of Indemnification Amounts and Asset Disposition Proceeds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
: (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a on and after any Class A-1 Notes Amortization Event is continuingRenewal Date (after giving effect to any extensions), to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
basis, then (D) to make an allocation to the Senior Notes applicable Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series each Class on a pro rata basis (other than Class A-1 Notes until paid Notes) in full; then
alphanumerical order of designation, then (E) provided clause (C) does not apply, to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, and permanently reduce prepay the commitments under Outstanding Principal Amount of all Senior Subordinated Notes of each Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters in alphanumerical order of credit; then
designation, then (F) to make an allocation to the Senior Subordinated Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) Notes of this clause first shall be made each Class on the Quarterly Payment Date indicated a pro rata basis in the Weekly Manager’s Certificatealphanumerical order of designation;
(ii) second, (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
, (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Expenses Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
) and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through (C) below is are deposited in full:
: (A) to allocate to the Senior Notes applicable Interest Payment Account for each Series Class of Senior Notes, pro rata by amount due within each such Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
, (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
Fees Amount and (C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement an for payment, pro rata by amount equal to due, of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the applicable Interest Payment Account for each Class of Notes that are Senior Subordinated Notes Interest Payment AccountNotes, pro rata by amount due within each such Class, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes applicable Interest Reserve AccountAccounts, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; Deficit Amount and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series Deficit Amount for each Class of Notes, will be deposited into the Senior Notes Interest Reserve Account or the and Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series in alphanumerical order of Notesdesignation;
(x) tenth, pro rata, (A) to allocate to the Senior Notes applicable Principal Payment Account Account, an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Payments Amount, (2) any Senior Notes Quarterly Scheduled Principal Payment Deficiency Amount with respect to prior Quarterly Payment Dates and (3) amounts then known by the Manager that will become due under each Variable Funding any Class A-1 Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding such Class A-1 Note Purchase AgreementAgreement and (B) to deposit to the applicable Series Distribution Account in respect of each Series of Class A-1 Notes for which the Class A-1 Notes Renewal Date has not occurred, any outstanding amounts due and payable in respect of principal for such Series, for payment to the applicable Noteholders of such Series of Class A-1 Notes on such Weekly Allocation Date;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a on and after any Class A-1 Notes Amortization Event has occurred and is continuingRenewal Date (after giving effect to any extensions) for one or more Series of Notes, if the related Class A-1 Notes of such Series have not been repaid on or before such date, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, Notes of such Series on a pro rata basis based on commitment amounts, (including a commensurate permanent reduction of any remaining related Class A-1 Note Commitments in an amount sufficient to reduce respect thereof) until the Outstanding Principal Amount of all such Class A-1 Notes of such Series will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period Event has occurred and is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate first, (x) 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate each Class of Senior Notes, first, to the Class A A-1 Notes on a pro rata basis (sequentiallyincluding a commensurate permanent reduction of any remaining Class A-1 Note Commitments) and then, in alphanumerical order to each remaining Class of Class A Notes) in an amount sufficient to reduce Senior Notes on a pro rata basis until the Outstanding Principal Amount of the each such Class A Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and then second, (y) 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce each Class of Senior Subordinated Notes until the Outstanding Principal Amount of the Senior Subordinated Notes each such Class will be reduced to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Payment Deficiency Amount, if any;
(xvi) sixteenth, to allocate to the Subordinated Notes Interest Payment Account for each Class of Subordinated Notes, pro rata by amount due within each such Class, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount;
(xvii) seventeenth, so long as no Rapid Amortization Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account an amount equal to the sum of (1) the Subordinated Notes Accrued Scheduled Principal Payments Amount, if any, and (2) the Subordinated Notes Scheduled Principal Payment Deficiency Amount, if any;
(xviii) eighteenth, if a Rapid Amortization Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account to each Class of Subordinated Notes until the Outstanding Principal Amount of each such Class will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xix) nineteenth, to deposit to the Securitization Operating Expense Account Account, an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Expenses Amount after giving effect to priority (v) above;
(xviixx) seventeenthtwentieth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviiixxi) eighteenthtwenty-first, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the each Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment AccountDate;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Additional Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount for the Senior Notes for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Senior Subordinated Notes for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Additional Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Subordinated Notes for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty; and (B) any other amount due and unpaid amounts payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes applicable Principal Payment Account Account(s) an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;consideration; and
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the remaining funds, if any (the “Residual Amount Amount”), at the direction of the Master Issuer.
Appears in 1 contract
Samples: Base Indenture (Yum Brands Inc)
Application of Weekly Collections on Weekly Allocation Dates. (a) On each Weekly Allocation Date, which may be a Currency Conversion Opt-Out Weekly Allocation Date or a Currency Conversion Weekly Allocation Date, following the immediately preceding Weekly Collection Period (unless the Manager Co-Issuers shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the U.S. Collection Account Accounts (including any U.S. Dollar-denominated Canadian Allocation Amount and any other U.S. Dollar-denominated Canadian Allocation and Shortfall Payment Amount) and the Canadian Collection Accounts (including any Canadian Dollar-denominated U.S. Shortfall Payment Amount), as applicable, as of 10:00 a.m. (Eastern time) in respect of such preceding the applicable Weekly Collection Period Allocation Time for allocation or payment in the following order of priority:priority (except with respect to priority (ix)) in accordance with the Co-Issuers’ Allocable Shares (the “Priority of Payments”):
(i) first, solely with respect to any funds on deposit in the Collection Account Accounts on such Weekly Allocation Date consisting of Indemnification Amounts, Release Prices, Asset Disposition Proceeds or and Insurance/Condemnation Proceeds, in the following order of priority:
: (A) from the U.S. Collection Accounts, to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) from the U.S. Collection Accounts to reimburse the U.S. Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate) and from the Canadian Collection Accounts to reimburse the Canadian Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), then (C) from the applicable Collection Account, on and after any Class A-1 Notes Renewal Date (after giving effect to any extensions), to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis, then (D) from the applicable Collection Account, to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series on a pro rata basis (other than the Class A-1 Notes) in alphanumerical order of designation, then (E) from the applicable Collection Account, to make an allocation to the Senior Subordinated Notes Principal Payment Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Subordinated Notes of all Series on a pro rata basis in alphanumerical order of designation, and then (F) from the applicable Collection Account, to make an allocation to the Subordinated Notes Principal Payment Account, in the amount necessary to prepay the Outstanding Principal Amount of all Subordinated Notes of all Series on a pro rata basis in alphanumerical order of designation;
(ii) second, (A) from the U.S. Collection Accounts to reimburse the Trustee and, then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) from the U.S. Collection Accounts, to reimburse the U.S. Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate) and from the Canadian Collection Accounts, to reimburse the Canadian Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) from the U.S. Collection Accounts, to pay the Servicer all applicable Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, from the U.S. Collection Accounts, to pay Successor Manager Transition Expenses, if any, to any Successor Manager of the U.S. Manager and from the Canadian Collection Accounts, to pay any Successor Manager Transition Expenses, if any, to any Successor Manager of the Canadian Manager;
(iv) fourth, from the U.S. Collection Accounts, to pay the portion of the Weekly Management Fee allocable to the U.S. Manager and from the Canadian Collection Accounts, to pay the portion of the Weekly Management Fee allocable to the Canadian Manager;
(v) fifth, from the U.S. Collection Accounts, or Canadian Collection Accounts in respect of any Canadian Direct Payment Amount, pro rata,
, (A) to deposit to the applicable Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the applicable Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
, and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;Date;12
(vi) sixth, from the applicable Collection Account, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through and (CB) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through and (CB) below is are deposited in full:
: (A) to allocate to the applicable Senior Notes Interest Payment Account for each Series of Senior NotesAccount, pro rata by amount due within each Seriessuch Class, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
Amount and (B) to allocate to the applicable Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Fees Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
Appears in 1 contract
Samples: Amendment No. 5 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification AmountsIndemnification, Asset Disposition Proceeds or and Insurance/Condemnation ProceedsPayment Amounts, in the following order of priority:
: (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all Class A-1 Notes affected by such Class A-1 Notes Amortization Event on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of creditamounts; then
then (D) to make an allocation to the Senior Notes Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in fullNotes; then
then (E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all Class A-1 Notes of all Series on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of creditamounts; then
then (F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Senior Subordinated Notes; and then
then (G) to make an allocation to the Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
, (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
, (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
Date and (C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
: (A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
; (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
Amount and (C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided provided, that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to for payment of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, Date pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, Payments Amount and (2) any Senior Notes Quarterly Scheduled Principal Payment Deficiency Amount and Amount; provided, that, unless the Co-Issuers (3) amounts then known by or the Manager that on their behalf) otherwise elect, no Senior Notes Accrued Scheduled Principal Payments Amount will become due under each Variable Funding Note Purchase Agreement prior to be allocated on any Weekly Allocation Date if the immediately succeeding related Series Non-Amortization Test, if any, is met as of such Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase AgreementDate;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period Event has occurred and is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce Notes until the Outstanding Principal Amount of all the Class A-1 Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period Event has occurred and is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate first, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce until the Outstanding Principal Amount of the Class A Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) until the Outstanding Principal Amount of the Senior Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, any and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Payment Deficiency Amount, if any;
(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority clause (v) above;
(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, Amount in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account, Account (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Payment Deficiency Amount, if any;
(xxi) twenty-first, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account, with respect Account to the Subordinated Notes (to be allocated sequentially, in alphanumerical alphanumeric order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, Amount for such Weekly Allocation Date;
(xxiv) twenty-twenty- fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, Amount for such Weekly Allocation Date;
(xxv) twenty-twenty- fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty; and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;; and
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master IssuerCo-Issuers.
Appears in 1 contract
Samples: Base Indenture (DineEquity, Inc)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Issuer shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York City time) on such Weekly Allocation Date in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:priority (the “Priority of Payments”):
(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Release Prices, Asset Disposition Proceeds or and Insurance/Condemnation Proceeds, in the following order of priority:
: (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a on and after any Class A-1 Notes Amortization Event is continuingRenewal Date (after giving effect to any extensions), to make an allocation to the Senior Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
basis, then (D) to make an allocation to the Senior Notes Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters (other than the Class A-1 Notes) in alphanumerical order of credit; then
designation, then (FE) to make an allocation to the Senior Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Senior Subordinated Notes; Notes of all Series on a pro rata basis in alphanumerical order of designation, and then
then (GF) to make an allocation to the Subordinated Notes Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) Notes of this clause first shall be made all Series on the Quarterly Payment Date indicated a pro rata basis in the Weekly Manager’s Certificatealphanumerical order of designation;
(ii) second, (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
, (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
, and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through and (CB) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through and (CB) below is are deposited in full:
: (A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior NotesAccount, pro rata by amount due within each Seriessuch Class, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
Amount and (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Fees Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement an for payment, pro rata by amount equal to due, of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, pro rata by amount due within each such Class, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account and the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; Deficit Amount and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series Deficit Amount for each Class of Notes, will be deposited into the Senior Notes Interest Reserve Account or the and Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series in alphanumerical order of Notesdesignation;
(x) tenth, to allocate to the Senior Notes Principal Payment Account Account, an amount equal to the sum of (1) (only to the extent that the related Series Non-Amortization Test, if any, is not satisfied) any Senior Notes Accrued Quarterly Scheduled Principal Payments Amount, (2) any Senior Notes Quarterly Scheduled Principal Payments Deficiency Amount and Amount, (3) amounts then known by the Manager that will become due under each Variable Funding any Class A-1 Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding such Class A-1 Note Purchase AgreementAgreement and (4) in respect of any Series of Class A-1 Notes for which the Class A-1 Notes Renewal Date has not occurred, any outstanding amounts due and payable in respect of the outstanding principal amount of such Series;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a on and after any Class A-1 Notes Amortization Event has occurred and is continuingRenewal Date (after giving effect to any extensions) for one or more Series of Notes, if the related Class A-1 Notes of such Series have not been repaid on or before such date, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, Notes of such Series on a pro rata basis based on commitment amounts, (including a commensurate permanent reduction of any remaining related Class A-1 Note Commitments in an amount sufficient to reduce respect thereof) until the Outstanding Principal Amount of all such Class A-1 Notes of such Series will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period Event has occurred and is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate (x) first, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate each class of Senior Notes, first, to the Class A A-1 Notes on a pro rata basis (sequentiallyincluding a commensurate permanent reduction of any remaining Class A-1 Note Commitments) and then, in alphanumerical order second, to each remaining Class of Class A Notes) in an amount sufficient to reduce Senior Notes on a pro rata basis until the Outstanding Principal Amount of the each such Class A of Senior Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and then (y) second, 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Senior Subordinated Notes until the Outstanding Principal Amount of the Senior Subordinated Notes will be reduced to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Payments Deficiency Amount, if any;
(xvi) sixteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount in respect of the Subordinated Notes;
(xvii) seventeenth, so long as no Rapid Amortization Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account an amount equal to the sum of (1) the Subordinated Notes Accrued Scheduled Principal Payments Amount, if any, and (2) the Subordinated Notes Scheduled Principal Payments Deficiency Amount, if any;
(xviii) eighteenth, if a Rapid Amortization Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account to the Subordinated Notes until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xix) nineteenth, to deposit to the Securitization Operating Expense Account Account, an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xviixx) seventeenthtwentieth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviiixxi) eighteenthtwenty-first, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment AccountDate;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Additional Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount for the Senior Notes for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Senior Subordinated Notes for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Additional Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Subordinated Notes for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes applicable Principal Payment Account Account(s) an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplementconsideration; and
(xxxxxvi) thirtiethtwenty-sixth, to pay the Residual Amount at the direction of the Master Issuer.
Appears in 1 contract
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Master Issuer shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Weekly Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following subsequent to the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2), 2019, the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of on such preceding Weekly Collection Period for allocation Allocation Date will be applied or payment allocated by the Trustee, based solely on the information provided to it by the Manager, in the following order of priority:priority (the “Priority of Payments”):
(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Payments or Real Estate Disposition Proceeds or Insurance/Condemnation Proceeds, to allocate Indemnification and Real Estate Proceeds Payment Amounts in the following manner and order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated set forth in the Weekly Manager’s Certificatedefinition thereof;
(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Servicing Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay to the Manager an amount equal to the Weekly Management Fee to for such Weekly Allocation Date, plus the Manageramount of PULSE Maintenance Fees and Technology Fees deposited into the Collection Account during the Weekly Collection Period preceding such Weekly Allocation Date;
(v) fifth, pro rata,
to pay (or retain to the extent payable to the Trustee) (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Master Issuer for payment of the Capped Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Amount for such Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed disbursed pro rata based on the amount of each type of Securitization Operating Expense Expenses payable on such Weekly Allocation Date pursuant to this priority (v);
) and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses allocate pro rata: (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each SeriesAccount, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
Amount for such Weekly Allocation Date, if any; and (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
(C) to allocate to the Hedge Payment Account, the applicable amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty; provided, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (CB) will exclude any termination payment payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any;
(vii) seventh, to allocate to the Class A-1 Senior Notes Commitment Fees Account, the Class A-1 Senior Notes Accrued Quarterly Commitment Fee Amount for such Weekly Allocation Date;
(viii) eighth, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to for payment of the Capped Class A-1 Senior Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, Date pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation DateDate pursuant to this priority (viii);
(viiiix) eighthninth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated NotesAmount for such Weekly Allocation Date;
(ixx) ninth, firsttenth, to deposit in into the Senior Notes Interest Reserve Account, an amount equal to any the Senior Notes Interest Reserve Account Deficiency Amount; and second, Deficit Amount on such Weekly Allocation Date with respect to deposit each Class of Senior Notes in accordance with the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amountapplicable Series Supplement; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ixx) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(xxi) tentheleventh, to deposit into the Senior Subordinated Notes Interest Reserve Account, an amount equal to the Senior Subordinated Notes Interest Reserve Account Deficit Amount on such Weekly Allocation Date with respect to each Class of Senior Subordinated Notes in accordance with the applicable Series Supplement; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Subordinated Notes Interest Reserve Account pursuant to this priority (xi) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(xii) twelfth, to allocate to the Senior Notes Principal Payment Account Payments Account, an amount equal to the sum of (1A) any the Senior Notes Accrued Quarterly Scheduled Principal Amount, Payments Amount for such Weekly Allocation Date and (2B) any the Senior Notes Quarterly Scheduled Principal Payments Deficiency Amount for such Weekly Allocation Date;
(xiii) thirteenth, to allocate to the Senior Notes Principal Payments Account an amount, if any, equal to the lesser of (A) 25% of amounts available after application of clauses (i) through (xii) above on such Weekly Allocation Date and (3B) the Senior Notes Scheduled Principal Catch-Up Amount outstanding on such Weekly Allocation Date; provided, that after the commencement of a Rapid Amortization Period, amounts then known by shall be payable pursuant to this clause (xiii) only (A) if the Manager that will become due under each Variable Funding Note Purchase Agreement Quarterly Payment Date on which such Senior Notes Scheduled Principal Catch-Up Amount became payable occurred on or prior to the immediately succeeding Quarterly Payment Date with respect commencement of such Rapid Amortization Period and (B) to the cash collateralization extent of letters the Senior Notes Scheduled Principal Catch-Up Amount that was outstanding at the commencement of credit issued under each Variable Funding Note Purchase Agreementsuch Rapid Amortization Period;
(xixiv) eleventhfourteenth, to pay any pro rata (A) to the Manager, an amount equal to the Supplemental Management Fee, together with any previously accrued if any, for such Weekly Allocation Date and unpaid Supplemental Management Fee(B) to the Manager an amount equal to the Weekly Distribution Services Reimbursement Amount, if any;
(xiixv) twelfthfifteenth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Senior Notes Amortization Event has occurred and is continuing, to allocate to the Senior Notes Principal Payment Payments Account to allocate all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notesare Outstanding;
(xiiixvi) thirteenthsixteenth, so long as (x) no Rapid Amortization Period is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account Account, an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xivxvii) fourteenthseventeenth, so long as if such Weekly Allocation Date occurs during a Rapid Amortization Period is continuingPeriod, to allocate first, to the Senior Notes Principal Payment Payments Account all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Accountare Outstanding;
(xvxviii) fifteenth, so long as no Rapid Amortization Period is continuingeighteenth, to allocate to the Senior Subordinated Notes Principal Payment Account, Payments Account an amount equal to the sum of (1A) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, Payments Amount for such Weekly Allocation Date and (2B) the Senior Subordinated Notes Quarterly Scheduled Principal Payments Deficiency Amount, if anyAmount for such Weekly Allocation Date;
(xvixix) sixteenthnineteenth, to deposit allocate to the Securitization Operating Expense Senior Subordinated Notes Principal Payments Account an amount equal to any accrued and unpaid Senior Subordinated Notes Scheduled Principal Catch-Up Amount outstanding on such Weekly Allocation Date, as specified in the applicable Series Supplement;
(xx) twentieth, if such Weekly Allocation Date occurs during a Rapid Amortization Period, to allocate to the Senior Subordinated Notes Principal Payments Account, all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to the Senior Subordinated Notes are Outstanding;
(xxi) twenty-first, to pay (or retain to the extent payable to the Trustee) to the Master Issuer for payment of the Excess Securitization Operating Expenses (together with any Amount for such Weekly Allocation Date to be retained or disbursed pro rata based on the amount of each type of Securitization Operating Expenses that are expected to be payable prior to the immediately following on such Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect Date pursuant to this priority (v) abovexxi);
(xviixxii) seventeenthtwenty-second, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Senior Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation DateDate pursuant to this priority (xxii);
(xviiixxiii) eighteenthtwenty-third, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Senior Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase AgreementAgreement on such Weekly Allocation Date pursuant to this priority (xxiii);
(xixxxiv) nineteenthtwenty-fourth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated NotesAmount for such Weekly Allocation Date;
(xxxxv) twentieth, so long as no Rapid Amortization Period is continuingtwenty-fifth, to allocate to the Subordinated Notes Principal Payment Payments Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if anyfor such Weekly Allocation Date;
(xxixxvi) twenty-first, so long as a Rapid Amortization Period is continuingsixth, to allocate to the Subordinated Notes Principal Payment Payments Account an amount equal to any Subordinated Notes Scheduled Principal Catch-Up Amount outstanding on such Weekly Allocation Date, as specified in the applicable Series Supplement;
(xxvii) twenty-seventh, if such Weekly Allocation Date occurs during a Rapid Amortization Period, to allocate to the Subordinated Notes Principal Payments Account, all remaining funds on deposit in the Collection Account on such Weekly Allocation Date until no principal amounts with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Accountare Outstanding;
(xxiixxviii) twenty-secondeighth, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiiixxix) twenty-thirdninth, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any the Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, Amount for such Weekly Allocation Date;
(xxivxxx) twenty-fourththirtieth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any the Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, Amount for such Weekly Allocation Date;
(xxvxxxi) twentythirty-fifthfirst, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty, if any, and (B) any other amount payable to a Hedge Counterparty, if any, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, Counterparty according to the amount due and payable to each of them;
(xxvixxxii) twentythirty-sixthsecond, to pay, as directed by the Manager in accordance with the Management Agreement, the Environmental Remediation Expenses Amount, if any, for such Weekly Allocation Date;
(xxxiii) thirty-third, to allocate to the Senior Notes Principal Payment Account Payments Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxviixxxiv) twentythirty-seventhfourth, to allocate to the Senior Subordinated Notes Principal Payment Payments Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviiixxxv) twentythirty-eighthfifth, to allocate to the Subordinated Notes Principal Payment Payments Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxixxxxvi) twentythirty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtiethsixth, to pay to the Residual Amount Manager an amount equal to the Weekly Equipment Purchasing Reimbursement Amount;
(xxxvii) thirty-seventh, at the direction of the Manager acting on behalf of the Master Issuer, to deposit to the Lease Concentration Account, the Equipment Holder Concentration Account and the Real Estate Holder Concentration Account, the amounts, if any, required to cause the amount on deposit in such accounts to equal the Lease Concentration Account Minimum Balance, the Equipment Holder Concentration Account Minimum Balance and the Real Estate Holder Concentration Account Minimum Balance, respectively, pro rata according to the amounts required to achieve such account balances; and
(xxxviii) thirty-eighth, to pay to, or at the written direction of, the Master Issuer, the Residual Amount for such Weekly Allocation Date. The recipient of the Residual Amount may use such funds in its sole discretion.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Issuer shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the such Weekly Manager’s CertificateCertificate and, if delivered in accordance with the terms of the Servicing Agreement, an Omitted Payable Sums Certification (and only to the extent of the information contained therein), withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York City time) on such Weekly Allocation Date in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds consisting of Indemnification Amounts, Insurance/Condemnation Proceeds and Asset Disposition Proceeds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
: (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at a rate equal to the Prime Rate plus 3.00%, compounding monthly, the “Advance Interest Rate”); then
, then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a on and after any Class A-1 Notes Amortization Event is continuingRenewal Date (after giving effect to any extensions), to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
basis, then (D) to make an allocation to the Senior Notes applicable Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series each Class on a pro rata basis (other than Class A-1 Notes until paid Notes) in full; then
alphanumerical order of designation, then (E) provided clause (C) does not apply, to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, and permanently reduce prepay the commitments under Outstanding Principal Amount of all Senior Subordinated Notes of each Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters in alphanumerical order of credit; then
designation, then (F) to make an allocation to the Senior Subordinated Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated NotesNotes of each Class on a pro rata basis in alphanumerical order of designation; provided that any prepayments made pursuant to clauses subclauses (C), (D), (E), (F) or (GF) of this clause first shall will be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the TrusteeTrustee and, then, the Servicer, and then, the ServicerBack-Up Manager, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date, together with any such fees previously accrued and unpaid;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager, together with any previously accrued and unpaid Weekly Management Fee;
(v) fifth, pro rata,
(A) , to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Expenses Amount with respect to the annual period fiscal year in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such periodfiscal year, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
(B) ; provided, that the deposit to the Securitization Operating Expense Account of an amount equal to all accrued and unpaid fees, expenses and indemnities payable to the Trustee and, on and after the 2024 Springing Amendments Implementation Date, the Back-Up Manager, and all indemnities payable to the Servicer, will not be subject to the Capped Securitization Operating Expenses Amount if and for so long as an Event of Default has occurred and is continuing; provided, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Eventfurther, to that the payment of any Mortgage Preparation Fees incurred by such fees, expenses and indemnities payable to the Master IssuerTrustee and, on and after the 2024 Springing Amendments Implementation Date, the Back-Up Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, and any such indemnities payable to the TrusteeServicer that were incurred during any period while an Event of Default has occurred and is continuing shall not be subject to the Capped Securitization Operating Expenses Amount, all Mortgage Recordation Feesregardless of whether or not an Event of Default exists at the time of such payment;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through (C) below is are deposited in full:
: (A) to allocate to the Senior Notes applicable Interest Payment Account for each Series Class of Senior Notes, pro rata by amount due within each such Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
, (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
Fees Amount and (C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement an for payment, pro rata by amount equal to due, of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the applicable Interest Payment Account for each Class of Notes that are Senior Subordinated Notes Interest Payment AccountNotes, pro rata by amount due within each such Class, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in to the Senior Notes applicable Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; Deficit Amount and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series Deficit Amount for each Class of Notes, will be deposited into the Senior Notes Interest Reserve Account or the and Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series in alphanumerical order of Notesdesignation;
(x) tenth, pro rata, (A) to allocate to the Senior Notes applicable Principal Payment Account Account, an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, Payments Amount and (2) any Senior Notes Quarterly Scheduled Principal Payment Deficiency Amount with respect to prior Quarterly Payment Dates and (3) amounts then known by the Manager that will become due under each Variable Funding any Class A-1 Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding such Class A-1 Note Purchase AgreementAgreement and (B) to deposit to the applicable Series Distribution Account in respect of each Series of Class A-1 Notes for which the Class A-1 Notes Renewal Date has not occurred, any outstanding amounts due and payable in respect of principal for such Series, for payment to the applicable Noteholders of such Series of Class A-1 Notes on such Weekly Allocation Date;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a on and after any Class A-1 Notes Amortization Event has occurred and is continuingRenewal Date (after giving effect to any extensions) for one or more Series of Notes, if the related Class A-1 Notes of such Series have not been repaid on or before such date, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, Notes of such Series on a pro rata basis based on commitment amounts, (including a commensurate permanent reduction of any remaining related Class A-1 Commitments in an amount sufficient to reduce respect thereof) until the Outstanding Principal Amount of all such Class A-1 Notes of such Series will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period Event has occurred and is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate first, (x) 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate each Class of Senior Notes, first, to the Class A A-1 Notes on a pro rata basis (sequentiallyincluding a commensurate permanent reduction of any remaining Class A-1 Commitments) and then, in alphanumerical order to each remaining Class of Class A Notes) in an amount sufficient to reduce Senior Notes on a pro rata basis until the Outstanding Principal Amount of the each such Class A Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and then second, (y) 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce each Class of Senior Subordinated Notes until the Outstanding Principal Amount of the Senior Subordinated Notes each such Class will be reduced to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Payment Deficiency Amount, if any;
(xvi) sixteenth, to allocate to the Subordinated Notes Interest Payment Account for each Class of Subordinated Notes, pro rata by amount due within each such Class, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount;
(xvii) seventeenth, so long as no Rapid Amortization Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account an amount equal to the sum of (1) the Subordinated Notes Accrued Scheduled Principal Payments Amount, if any, and (2) the Subordinated Notes Scheduled Principal Payment Deficiency Amount, if any;
(xviii) eighteenth, if a Rapid Amortization Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account to each Class of Subordinated Notes until the Outstanding Principal Amount of each such Class will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xix) nineteenth, to deposit to the Securitization Operating Expense Account Account, an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Expenses Amount after giving effect to priority (v) above;
(xviixx) seventeenthtwentieth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviiixxi) eighteenthtwenty-first, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment AccountDate;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Additional Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount for the Senior Notes for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Senior Subordinated Notes for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Additional Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Subordinated Notes for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty; and (B) any other amount due and unpaid amounts payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes applicable Principal Payment Account Account(s) an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;consideration; and
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the remaining funds, if any (the “Residual Amount Amount”), at the direction of the Master Issuer.
Appears in 1 contract
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019), the Trustee shall, based solely on the information contained in the Weekly Manager’s CertificateCertificate (or, on and after the Springing Amendments Implementation Date, if delivered in accordance with the terms of the Related Documents, based solely on the information contained in the Omitted Payable Sums Certification to the extent of the information contained therein), withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:”
(h) The Base Indenture is hereby amended to amend and restate clause (a)(iii) of Section 5.12 thereof in its entirety, as follows: “If the result of (i) first, solely the accrued and unpaid Senior Notes Quarterly Interest Amount for the Interest Accrual Period with respect to any funds on deposit in each Class of Senior Notes ending most recently prior to the Collection Account on such Weekly Allocation next succeeding Quarterly Payment Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in over (ii) the following order of priority:
(A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
(B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
(C) if a Class A-1 Notes Amortization Event is continuing, amount that will be available to make an allocation to payments of interest on the Senior Notes Principal Payment Account, to prepay, until paid in full, accordance with subclauses (i) and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(D) to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
(F) to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) secondabove on such Quarterly Payment Date, is greater than zero (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance a “Senior Notes Quarterly Interest RateShortfall Amount”), then in accordance with the terms and conditions of the Servicing Agreement, by 3:00 p.m. (BEastern time) to reimburse on the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate)Business Day preceding such Quarterly Payment Date, and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
(A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account shall make a Debt Service Advance in such period, to be distributed pro rata based on amount unless (i) the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
(B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by Servicer notifies the Master Issuer, the Manager, the Back-Up Manager and the Trustee by such time that it has, reasonably and in good faith, determined in accordance with the Servicing Standard that such Debt Service Advance (and interest thereon) is a Nonrecoverable Advance or (ii) on and from the Springing Amendments Implementation Date, is a Nonrecoverable Advance or an Advance Suspension Period is in effect. If the Servicer fails to make such Debt Service Advance (unless (i) the Servicer has reasonably and in good faith, determined in accordance with the Servicing Standard that such Debt Service Advance (and interest thereon) would be a Nonrecoverable Advance or (ii) on and from the Springing Amendments Implementation Date, would be a Nonrecoverable Advance or an Advance Suspension Period is in effect), pursuant to Section 10.1(k), the Trustee shall make the Debt Service Advance unless (i) it determines that such Debt Service Advance (and interest thereon) is a Nonrecoverable Advance or, (ii) for the avoidance of doubt, on and from the Springing Amendments Implementation Date, is a Nonrecoverable Advance or an Advance Suspension Period is in effect. In determining whether any Debt Service Advance (and interest thereon) is a Nonrecoverable Advance, the Trustee may conclusively rely on the determination of the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
(A) to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
(B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
(C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will . All Debt Service Advances shall be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Payment Account. If, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in Debt Service Advances made with respect to any Quarterly Payment Date, the Senior Notes Principal Quarterly Interest Shortfall Amount with respect to such Quarterly Payment Account allocable Date remains greater than zero, then the payment of the Senior Notes Quarterly Interest Amount as reduced by such Senior Notes Quarterly Interest Shortfall Amount to the Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, be distributed on such Weekly Allocation Date;
(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, Quarterly Payment Date to the Senior Notes Principal Payment Account to allocate shall be paid to the Class A Notes (sequentiallySenior Notes, sequentially in alphanumerical order of alphanumerical designation and pro rata among each Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of Senior Notes of the Class A Notes to zero and to fully cash collateralize all outstanding letters same alphanumerical designation based upon the amount of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Senior Notes Quarterly Interest Shortfall Amount. An additional amount of interest may accrue on the Senior Subordinated Notes Principal Payment Account Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Senior Notes Quarterly Interest Shortfall Amount is paid in an amount sufficient full, as set forth in the applicable Series Supplement. On and from the Springing Amendments Implementation Date, the Servicer shall provide prompt written notice to reduce the Outstanding Principal Amount each of the Senior Subordinated Notes to zero Trustee, the Manager and the Back-Up Manager as soon as practicable (sequentially, but in alphanumerical order of the Senior Subordinated Notesall events by no later than 3:00 p.m. (New York time) on the next Quarterly Payment Date after giving effect Business Day prior to all deposits the date for which an Advance was required or requested) if any Advance Suspension Period is deemed to be in effect, setting forth with particularity the Senior Subordinated Notes Principal Payment Account;basis therefor and the required cure actions/deliverables. At any time that an Advance Suspension Period is cured, the Servicer shall promptly notify the Trustee, the Manager and the Back-Up Manager and shall, absent such Advance no longer being required or requested (or the occurrence of a subsequent Advance Suspension Period), make its determination as to whether or not such Advance is a Nonrecoverable Advance.”
(xvi) fifteenthThe Base Indenture is hereby amended to amend and restate Section 8.6 thereof in its entirety, so long as no Rapid Amortization Period is continuingfollows: “The Master Issuer shall, and shall cause each other Securitization Entity to, keep proper books of record and account in which full, true and correct entries in all material respects shall be made of all dealings and transactions, business and activities in accordance with GAAP. The Master Issuer shall, and shall cause each other Securitization Entity to, permit, at reasonable times upon reasonable notice, the Servicer, the Controlling Class Representative, the Back-Up Manager and the Trustee or any Person appointed by any of them to act as its agent to visit and inspect any of its properties (subject to the rights of tenants under applicable leases and subleases), to allocate examine and make abstracts from any of its books and records and to the Senior Subordinated Notes Principal Payment Accountdiscuss its affairs, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amountfinances and accounts with its officers, if anydirectors, managers, employees and independent certified public accountants, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amountreasonable costs and documented out-of-pocket expenses of one such visit and inspection by each of the Servicer, if any;
(xvi) sixteenththe Controlling Class Representative and the Trustee, to deposit to the or any Person appointed by them, shall be reimbursable as a Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together per calendar year, with any Securitization Operating Expenses additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however, that are expected to be payable prior to during the immediately following Weekly Allocation Date) in excess continuance of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;
(xvii) seventeentha Warm Back-Up Management Trigger Event, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuingEvent or an Event of Default, to allocate or to the Subordinated Notes Principal Payment Accountextent expressly required without the instruction of any other party under the terms of any Related Documents, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to any such Person may visit and conduct such activities at any time and all deposits in the Subordinated Notes Principal Payment Account;such visits and activities shall constitute a Securitization Operating Expense.”
(xxiij) twenty-secondThe Base Indenture is hereby amended to amend and restate clause (d) of Section 8.7 thereof in its entirety, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.follows:
Appears in 1 contract
Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Master Issuer shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) ), commencing no later than August 2on April 28, 20192017, the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York City time) on such Weekly Allocation Date in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds consisting of Indemnification Amounts, Release Prices, Asset Disposition Proceeds and Insurance/Condemnation Proceeds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
: (A) to reimburse the Trustee, Trustee and then, then the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a on and after any Class A-1 Notes Renewal Date (after giving effect to any extensions), to make an allocation to the applicable Principal Payment Account, in the amount necessary to prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis, then (D) if a Rapid Amortization Event has occurred and is continuing, to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
basis, then (DE) to make an allocation to the Senior Notes applicable Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than each Class A-1 Notes until paid in full; then
(E) provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters (other than Class A-1 Notes) in alphanumerical order of credit; then
designation, then (F) to make an allocation to the Senior Subordinated Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Senior Subordinated Notes; and then
Notes of each Class on a pro rata basis in alphanumerical order of designation, then (G) to make an allocation to the Subordinated Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated NotesNotes of each Class on a pro rata basis in alphanumerical order of designation; provided that any prepayments made pursuant to sub-clauses (C), (D), (E), (F) or (G) of this clause priority first shall will be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the Trustee, Trustee and then, then the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
, (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Expenses Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
) and (B) so long as an Event of Default has occurred and is continuing, to pay to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through (C) below is are deposited in full:
: (A) to allocate to the Senior Notes applicable Interest Payment Account for each Series Class of Senior Notes, pro rata by amount due within each such Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
, (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
Fees Amount and (C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement an for payment, pro rata by amount equal to due, of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the applicable Interest Payment Account for each Class of Notes that are Senior Subordinated Notes Interest Payment AccountNotes, pro rata by amount due within each such Class, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes applicable Interest Reserve AccountAccounts, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; Deficit Amount and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series Deficit Amount for each Class of Notes, will be deposited into the Senior Notes Interest Reserve Account or the and Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series in alphanumerical order of Notesdesignation;
(x) tenth, pro rata, (A) to allocate to the Senior Notes applicable Principal Payment Account Account, an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Payments Amount, (2) any Senior Notes Quarterly Scheduled Principal Payment Deficiency Amount with respect to prior Quarterly Payment Dates and (3) amounts then known by the Manager that will become due under each Variable Funding any Class A-1 Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding such Class A-1 Note Purchase AgreementAgreement and (B) to deposit to the applicable Series Distribution Account in respect of each Series of Class A-1 Notes for which the Class A-1 Notes Renewal Date has not occurred, any outstanding amounts due and payable in respect of principal for such Series, for payment to the applicable Noteholders of such Series of Class A-1 Notes on such Weekly Allocation Date;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a on and after any Class A-1 Notes Amortization Event has occurred and is continuingRenewal Date (after giving effect to any extensions) for one or more Series of Notes, if the related Class A-1 Notes of such Series have not been repaid on or before such date, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, Notes of such Series on a pro rata basis based on commitment amounts, (including a commensurate permanent reduction of any remaining related Class A-1 Note Commitments in an amount sufficient to reduce respect thereof) until the Outstanding Principal Amount of all such Class A-1 Notes of such Series will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period Event has occurred and is continuing continuing, and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as if a Rapid Amortization Period Event has occurred and is continuing, to allocate first, (x) 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate each Class of Senior Notes, first, to the Class A A-1 Notes on a pro rata basis (sequentiallyincluding a commensurate permanent reduction of any remaining Class A-1 Note Commitments) and then, in alphanumerical order to each remaining Class of Class A Notes) in an amount sufficient to reduce Senior Notes on a pro rata basis until the Outstanding Principal Amount of the each such Class A Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and then second, (y) 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce each Class of Senior Subordinated Notes until the Outstanding Principal Amount of the Senior Subordinated Notes each such Class will be reduced to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xv) fifteenth, if such Weekly Allocation Date occurs during a Cash Flow Sweeping Period, to allocate to the Senior Notes Principal Payment Account for allocation pro rata to the Outstanding Principal Amount of each Series, Subclass or Tranche of Class A-2 Notes for which a Cash Flow Sweep Trigger has been designated, an amount equal to the lesser of (a) the applicable Cash Flow Sweeping Percentage of the amount of funds available in the Collection Account after the application of priorities (i) through (xiv) above and (b) the aggregate Outstanding Principal Amount of such Series, Subclass or Tranche of Class A-2 Notes after the application of priorities (i) through (xiv) above until the aggregate Outstanding Principal Amount of such Series, Subclass or Tranche of Class A-2 Notes will be reduced to zero on the next Quarterly Payment Date;
(xvi) sixteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Payment Deficiency Amount, if any;
(xvixvii) sixteenthseventeenth, to allocate to the Subordinated Notes Interest Payment Account for each Class of Subordinated Notes, pro rata by amount due within each such Class, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount;
(xviii) eighteenth, so long as no Rapid Amortization Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account an amount equal to the sum of (1) the Subordinated Notes Accrued Scheduled Principal Payments Amount, if any, and (2) the Subordinated Notes Scheduled Principal Payment Deficiency Amount, if any;
(xix) nineteenth, if a Rapid Amortization Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account to each Class of Subordinated Notes until the Outstanding Principal Amount of each such Class will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xx) twentieth, to deposit to the Securitization Operating Expense Account Account, an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Expenses Amount after giving effect to priority (v) above;
(xviixxi) seventeenthtwenty-first, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviiixxii) eighteenthtwenty-second, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the each Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Senior Notes for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Senior Subordinated Notes for such Weekly Allocation Date;
(xxv) twenty-fifth, to allocate to the Subordinated Notes Post-ARD Contingent Additional Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount for the Subordinated Notes for such Weekly Allocation Date;
(xxvi) twenty-sixth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty; and (B) any other amount due and unpaid amounts payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvixxvii) twenty-sixthseventh, to allocate to the Senior Notes applicable Principal Payment Account Account(s) an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;consideration; and
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the remaining funds, if any (the “Residual Amount Amount”), at the direction of the Master IssuerCo-Issuers.
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Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager Issuer shall have failed to deliver by 4:30 p.m. (Eastern New York City time) on the Business Day day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) ), commencing no later than August 2on December 7, 20192018, the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern New York City time) on such Weekly Allocation Date in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
(i) first, solely with respect to any funds consisting of Indemnification Amounts, Insurance/Condemnation Proceeds and Asset Disposition Proceeds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
: (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at a rate equal to the sum of the rate of interest published in The Wall Street Journal as the prime rate on such Weekly Allocation Date plus 3.00%, the “Advance Interest Rate”); then
, then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
, then (C) if a on and after any Class A-1 Notes Amortization Event is continuingRenewal Date (after giving effect to any extensions), to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, prepay and permanently reduce the commitments under all related Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
basis, then (D) to make an allocation to the Senior Notes applicable Principal Payment Account Account, in the amount necessary to prepay the Outstanding Principal Amount of all Senior Notes of all Series each Class on a pro rata basis (other than Class A-1 Notes until paid Notes) in full; then
alphanumerical order of designation, then (E) provided clause (C) does not apply, to make an allocation to the Senior Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, and permanently reduce prepay the commitments under Outstanding Principal Amount of all Senior Subordinated Notes of each Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters in alphanumerical order of credit; then
designation, then (F) to make an allocation to the Senior Subordinated Notes applicable Principal Payment Account, in the amount necessary to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
(G) to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, prepay the Outstanding Principal Amount of all Subordinated NotesNotes of each Class on a pro rata basis in alphanumerical order of designation; provided that any prepayments made pursuant to clauses subclauses (C), (D), (E), (F) or (GF) of this clause first shall will be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
(ii) second, (A) to reimburse the TrusteeTrustee and, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees (including Consent Fees), Liquidation Fees, if any, Fees and Workout Fees, if any, Fees for such Weekly Allocation Date;
(iii) third, to pay Successor Manager Transition Expenses, if any;
(iv) fourth, to pay the Weekly Management Fee to the Manager;
(v) fifth, pro rata,
, (A) to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Expenses Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such annual period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
(B) so long as , provided, that the deposit to the Securitization Operating Expense Account of an amount equal to all accrued and unpaid fees, expenses and indemnities payable to the Trustee and the Servicer will not be subject to the Capped Securitization Operating Expenses Amount if an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
(C) after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
(D) after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount amounts required to be deposited pursuant to each of subclauses (A) through (C) below is are deposited in full:
: (A) to allocate to the Senior Notes applicable Interest Payment Account for each Series Class of Senior Notes, pro rata by amount due within each such Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
, (B) to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
Fees Amount and (C) to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A‑1 Note Purchase Agreement an for payment, pro rata by amount equal to due, of the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(viii) eighth, to allocate to the applicable Interest Payment Account for each Class of Notes that are Senior Subordinated Notes Interest Payment AccountNotes, pro rata by amount due within each such Class, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
(ix) ninth, first, to deposit in the Senior Notes applicable Interest Reserve AccountAccounts, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; Deficit Amount and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series Deficit Amount for each Class of Notes, will be deposited into the Senior Notes Interest Reserve Account or the and Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series in alphanumerical order of Notesdesignation;
(x) tenth, pro rata, (A) to allocate to the Senior Notes applicable Principal Payment Account Account, an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Payments Amount, (2) any Senior Notes Quarterly Scheduled Principal Payment Deficiency Amount with respect to prior Quarterly Payment Dates and (3) amounts then known by the Manager that will become due under each Variable Funding any Class A-1 Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding such Class A-1 Note Purchase AgreementAgreement and (B) to deposit to the applicable Series Distribution Account in respect of each Series of Class A-1 Notes for which the Class A-1 Notes Renewal Date has not occurred, any outstanding amounts due and payable in respect of principal for such Series, for payment to the applicable Noteholders of such Series of Class A-1 Notes on such Weekly Allocation Date;
(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a on and after any Class A-1 Notes Amortization Event has occurred and is continuingRenewal Date (after giving effect to any extensions) for one or more Series of Notes, if the related Class A-1 Notes of such Series have not been repaid on or before such date, 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate to the such Class A-1 Notes, Notes of such Series on a pro rata basis based on commitment amounts, (including a commensurate permanent reduction of any remaining related Class A-1 Note Commitments in an amount sufficient to reduce respect thereof) until the Outstanding Principal Amount of all such Class A-1 Notes of such Series will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the such Class A-1 Notes;
(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
(xiv) fourteenth, so long as a Rapid Amortization Period Event has occurred and is continuing, to allocate first, (x) 100% of the amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account to allocate each Class of Senior Notes, first, to the Class A A-1 Notes on a pro rata basis (sequentiallyincluding a commensurate permanent reduction of any remaining Class A-1 Note Commitments) and then, in alphanumerical order to each remaining Class of Class A Notes) in an amount sufficient to reduce Senior Notes on a pro rata basis until the Outstanding Principal Amount of the each such Class A Notes will be reduced to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and then second, (y) 100% of the amounts remaining on deposit in the Collection Account to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce each Class of Senior Subordinated Notes until the Outstanding Principal Amount of the Senior Subordinated Notes each such Class will be reduced to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
(xvxiv) fifteenthfourteenth, so long as no Rapid Amortization Period Event has occurred and is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, Account an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Payments Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Payment Deficiency Amount, if any;
(xv) fifteenth, to allocate to the Subordinated Notes Interest Payment Account for each Class of Subordinated Notes, pro rata by amount due within each such Class, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount;
(xvi) sixteenth, so long as no Rapid Amortization Event has occurred and is continuing, to allocate to the Subordinated Notes Principal Payment Account an amount equal to the sum of (1) the Subordinated Notes Accrued Scheduled Principal Payments Amount, if any, and (2) the Subordinated Notes Scheduled Principal Payment Deficiency Amount, if any;
(xvii) seventeenth, if a Rapid Amortization Event has occurred and is continuing, to allocate 100% of the amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account to each Class of Subordinated Notes until the Outstanding Principal Amount of each such Class will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
(xviii) eighteenth, if such Weekly Allocation Date occurs during a Cash Flow Sweeping Period to allocate to the Senior Notes Principal Payment Account for allocation pro rata to the Outstanding Principal Amount of each Series of Class A-2 Notes, an amount equal to the lesser of (a) 50% of the amount of funds available in the Collection Account after the application of priorities (i) through (xvii) above and (b) the aggregate Outstanding Principal Amount of each Series of Class A-2 Notes after the application of priorities (i) through (xvii) above until the aggregate Outstanding Principal Amount of the Class A-2 Notes will be reduced to zero on the next Quarterly Payment Date;
(xix) nineteenth, to deposit to the Securitization Operating Expense Account Account, an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Expenses Amount after giving effect to priority (v) above;
(xviixx) seventeenthtwentieth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
(xviiixxi) eighteenthtwenty-first, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Class A-1 Note Purchase Agreement for payment payment, pro rata by amount due, of the each Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment AccountDate;
(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Additional Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount for the Senior Notes for such Weekly Allocation Date;
(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Senior Subordinated Notes for such Weekly Allocation Date;
(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Additional Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Additional Interest Amount, Amount for the Subordinated Notes for such Weekly Allocation Date;
(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty Counterparty; and (B) any other amount due and unpaid amounts payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
(xxvi) twenty-sixth, to allocate to the Senior Notes applicable Principal Payment Account Account(s) an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;consideration; and
(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
(xxx) thirtieth, to pay the remaining funds, if any (the “Residual Amount Amount”), at the direction of the Master Issuer.
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Samples: Base Indenture (Wingstop Inc.)
