Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment Notes, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 3 contracts
Samples: Intercreditor Agreement (Us Airways Inc), Intercreditor Agreement (Us Airways Inc), Intercreditor Agreement (Us Airways Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing "Collateral" or "Trust Indenture Estate" (as such Equipment Notesterms are defined in each relevant Indenture), shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 3 contracts
Samples: Intercreditor Agreement (Continental Airlines Inc /De/), Intercreditor Agreement (Continental Airlines Inc /De/), Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G TrusteeObligations;
Appears in 2 contracts
Samples: Intercreditor Agreement (Continental Airlines Inc /De/), Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b3.01(f) and 3.6(k) hereof3.06(b), upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i), (ii) through and (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the Liquidity Provider and the Policy Provider Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had has been previously funded as provided in Section 3.6(f3.06(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are is applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II3.03) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, in each case pro rata on the basis of the amounts of all such deficiencies the required deposits and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderObligations; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by by, or any other amount payable to to, the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, chargecharge or other loss incurred by, loss or any other amount payable to to, such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof 5.02 in respect of amounts described in clause (i) aboveabove (without duplication of any amounts distributed pursuant to subclause (iii) of clause "first" of this Section 3.03), shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, case pro rata on the basis of all amounts described in clauses (i), (ii) through and (iii) above; seventh, if any Class A-1 Certificates or Class A-2 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A-1 Certificates shall be distributed to the Class G A-1 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee;, pro rata on the basis of such amounts in respect of each such Class of Certificates; eighth, if any Class B Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; ninth, if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, if any Class D Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; eleventh, if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class E Certificates shall be distributed to the Class E Trustee; and twelfth, (i) if any Class A-1 Certificates or Class A-2 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class A-1 Certificates shall be distributed to the Class A-1 Trustee and such amount remaining as shall be required to pay Final Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee, pro rata on the basis of the Pool Balance of each such Class of Certificates after giving effect to the distributions made on such Distribution Date pursuant to clause "seventh" of this Section 3.03(a); (ii) after giving effect to clause (i) if any Class B Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class B Certificates shall be distributed to the Class B Trustee; (iii) after giving effect to clauses (i) and (ii) if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class C Certificates shall be distributed to the Class C Trustee; (iv) after giving effect to clauses (i), (ii) and (iii) if any Class D Certificates are outstanding on such Distribution Date, such amount remaining or shall be required to pay Final Distributions on the Class D Certificates shall be distributed to the Class D Trustee and (v) after giving effect to clauses (i), (ii), (iii) and (iv) if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class E Certificates shall be distributed to the Class E Trustee.
Appears in 2 contracts
Samples: Intercreditor Agreement (American Airlines Inc), Intercreditor Agreement (American Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes Trust Certificates or any collateral securing such Equipment NotesTrust Property, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Pass Through Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Pass Through Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Pass Through Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Pass Through Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Pass Through Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay shall be distributed to each Liquidity Provider all outstanding Drawings that has not funded a Cash Account in accordance with Section 3.6(c) or 3.6(i) hereof, and/or (B) if applicable, so long as no Performing Certificate Deficiency exists and interest thereon owing no Liquidity Event of Default has occurred and is continuing, to such Liquidity Provider under replenish the applicable Liquidity Facility, the amount of such payment made Cash Accounts up to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, their respective Required Amounts shall be distributed to such Liquidity Provider and deposited in the Policy ProviderCash Accounts, pro rata in each case, pari passu on the basis of the amounts amount of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of owed to each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Providerand/or such deficiencies; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Pass Through Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Pass Through Agreement), expense, fee, charge, loss or any other amount payable to such Pass Through Trustee under the applicable Trust Pass Through Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Pass Through Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Pass Through Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; sixth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A Pass Through Certificates shall be distributed to the Pass Through Trustee of the Class A Pass Through Trust; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G B Pass Through Certificates shall be distributed to the Pass Through Trustee of the Class G B Pass Through Trust; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Pass Through Certificates shall be distributed to the Pass Through Trustee of the Class C Pass Through Trust; and ninth, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date or, if all Classes of Certificates shall have been paid in full, shall be distributed to the Owner Trustee;.
Appears in 2 contracts
Samples: Intercreditor Agreement (Federal Express Corp), Intercreditor Agreement (Federal Express Corp)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventhsecond, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates all accrued and unpaid Liquidity Expenses shall be distributed to each Liquidity Provider pari passu on the Class G Trusteebasis of the amount of Liquidity Expenses owed to each Liquidity Provider; third, such amount remaining as shall be required to pay accrued and unpaid interest on the Liquidity Obligations as provided in the Liquidity Facilities shall be distributed to each Liquidity Provider pari passu on the basis of the amount of such accrued and unpaid interest owed to each Liquidity Provider;
Appears in 2 contracts
Samples: Intercreditor Agreement (Atlas Air Inc), Intercreditor Agreement (Atlas Air Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, Provider shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider Provider, and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, rate provided in the applicable Liquidity Facility) (Facility determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment giving effect to payments made by the Policy Provider to each Liquidity Provider, if any, in respect of interest on drawings under the applicable Liquidity Provider in accordance with Facilities) and unpaid shall be distributed to the provisions Liquidity Providers pari passu on the basis of Section 2.6(c))the amount of Liquidity Obligations owed to each Liquidity Provider, (ii) if the Class G Liquidity Provider has defaulted in its obligation to make any Interest Drawing in respect of the Class G Certificates, the aggregate amount of interest accrued and unpaid on the portion of any Policy Drawings Drawing made in respect of any to cover the shortfall attributable to a failure such default by any the Liquidity Provider to honor any Interest Drawing (as more fully at the rate provided in the "except" clause of the definition of "Policy Provider Obligations"), " and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings drawings and interest thereon owing to such Liquidity Provider under the applicable its Liquidity FacilityFacility pursuant to subsection 2.6(c) hereof, the amount of such payment made to such the Liquidity Provider Providers attributable to such interest accrued on such Drawingsdrawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations owed amounts owing to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Providereach; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Accounts Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect after application of the amounts required pursuant to any particular Liquidity Facility, neither subclause (I)(AA) nor or subclause (I)(BB) of this clause "fourth" are applicable", (x) to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), 3.3 and as determined after giving effect to payments made by the Policy Provider to the Liquidity Providers in respect of principal of drawings under the Liquidity Facilities) and (IIy) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings drawings and interest thereon owing to such Liquidity Provider under the applicable its Liquidity FacilityFacility pursuant to subsection 2.6(c) hereof, the principal amount of such payment made to such the Liquidity Provider in respect of principal of Drawings under such Liquidity FacilityProviders, shall be distributed to such Liquidity Provider Providers and the Policy Provider, pro rata Provider pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and such payments under the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderPolicy; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata pari passu on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee; eighth, such amount remaining as shall be required to pay the Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first" through "fourth" above and other than any Excess Reimbursement Obligations) shall be paid to the Policy Provider;
Appears in 2 contracts
Samples: Intercreditor Agreement (Northwest Airlines Inc /Mn), Intercreditor Agreement (Northwest Airlines Corp)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof3.6(b), upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or (including the Special Payments Account Account) shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesIndenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, the Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the 34 39 Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account relating to a Liquidity Facility had been previously funded as provided in Section 3.6(f), ) unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the relevant Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, zero unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the relevant Liquidity Facility, to deposit into fund the related relevant Cash Collateral Account an amount equal up to such Cash Collateral Account's its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, Account and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are fourth is applicable, to pay or reimburse the Liquidity Provider in full respect of such Liquidity Facility, in each case in an amount equal to the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" first, second or "third" third of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" abovefourth above is applicable, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;of
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing "Collateral" or "Trust Indenture Estate" (as such Equipment Notesterms are defined in each relevant Indenture), shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;such
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventhsecond, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates all accrued and unpaid Liquidity Expenses shall be distributed to each Liquidity Provider pro rata on the Class G Trusteebasis of the amount of Liquidity Expenses owed to each Liquidity Provider;
Appears in 1 contract
Samples: Intercreditor Agreement (America West Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate (as defined in the relevant Indenture), shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Primary Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Primary Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Primary Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Primary Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Primary Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Primary Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Primary Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account relating to a Primary Liquidity Facility had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (calculated, following a Non-Extension Drawing or a Downgrade Drawing, using a Capped Interest Rate of 19.48% per annum, in the case of the Class A Certificates, and 20.05% per annum in the case of the Class B Certificates) (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Primary Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Primary Liquidity Facility have reduced the Maximum Available Commitment thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (calculated, following a Non-Extension Drawing or a Downgrade Drawing, using a Capped Interest Rate of 19.48% per annum, in the case of the Class A Certificates, and 20.05% per annum in the case of the Class B Certificates) (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Primary Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations then due under such Primary Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3) shall be distributed to such Liquidity Provider, pro rata on the basis of the amounts of all such required deposits and/or unreimbursed Liquidity Obligations in respect of each Primary Liquidity Provider; fifth, if, with respect to any particular Primary Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "fourth" above, then the Primary Liquidity Provider with respect to such Primary Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Primary Liquidity Facility over (y) the Required Amount for the relevant Class (calculated, following a Non-Extension Drawing or a Downgrade Drawing, using a Capped Interest Rate of 19.48% per annum, in the case of the Class A Certificates, and 20.05% per annum in the case of the Class B Certificates) (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (A)(i) or (B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Primary Liquidity Provider; sixth, such amount as shall be required, if any Above-Cap Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Above-Cap Cash Collateral Account up to its Required an amount equal to the applicable Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) related Above-Cap Account shall be deposited in such Above-Cap Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixthseventh, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventheighth, such amount as shall be required to pay in full Adjusted Expected Distributions to the holders of Class A Certificates on such Distribution Date shall be distributed to the Class A Trustee; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G B Certificates shall be distributed to the Class G B Trustee;; tenth, such amount as shall be required, if any Above-Cap Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Above-Cap Cash Collateral Account up to an amount equal to the applicable Termination Amount (as recalculated on such Distribution Date) shall be deposited in such Above-Cap Cash Collateral Account; and eleventh, any amount remaining shall be distributed to the Certificateholders of the related Trust.
Appears in 1 contract
Samples: Intercreditor Agreement (Northwest Airlines Inc /Mn)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each the Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such the Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any the Trustee in respect of amounts described in clause (i) above, shall be distributed to such the Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facility shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any the Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facilityoccurred, to fund such the Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such the Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such the Cash Collateral Account, (B) if any the Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such the Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facilityoccurred, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's the Required Amount (less the amount of any repayments of Interest Drawings under such the Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such the Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, if neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such the Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G TrusteeLiquidity Provider;
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G TrusteeObligations;
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f3.01(f), 3.6(b3.06(b), 3.06(k) and 3.6(k) hereof3.07, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any each Liquidity Provider, the Policy Provider or any each Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the applicable Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and Policy Expenses owed to the Policy Provider; third, such amount remaining as shall be required to pay in full (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, rate provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest all accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), Amount and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable its Liquidity FacilityFacility pursuant to Section 2.06.(c), the amount of such payment made to such the Liquidity Provider Providers attributable to such interest accrued on such Drawings, shall be distributed distributed, in the case of (i) above, to the respective Liquidity Providers Provider and, in the case of (ii) and (iii) above, to the Policy Provider pro rata (without duplication) on the basis of the amount of such Liquidity Obligations owed amounts owing to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Providereach; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had has been previously funded as provided in Section 3.6(f3.06(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant related Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant related Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to the Required Amount applicable to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) Account shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are is applicable, to pay or reimburse the Liquidity Provider in full respect of such Liquidity Facility in an amount equal to the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable shall be distributed to such Liquidity Provider, in each case pro rata with any amount distributable pursuant to subclause (D) of this clause "secondfourth" or "third" on the basis of the amount of unreimbursed Interest Drawings and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this Section 3.3), clause "fourth" and (IID) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under pursuant to Section 2.06(c), to reimburse the applicable Liquidity Facility, Policy Provider for the principal amount of such payment made to such the Liquidity Provider in respect of principal of Drawings under such Liquidity FacilityProviders, shall be distributed to such Liquidity Provider and the Policy ProviderProvider but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "fourth" and if any amount shall be distributable under subclause (C) of this clause "fourth", pro rata (without duplication) with any amount distributable pursuant to such subclause (C), on the basis of the amounts amount of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "fourth" to the Policy Provider"; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect relating to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances under such Liquidity Facility (whether or not then due) , and after giving effect to any payments to be made under such Liquidity Facility Section 3.06(f)(ii)), over (y) the Required Amount for the relevant Class applicable to such Liquidity Facility (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by by, or any other amount payable to to, the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, chargecharge or other loss incurred by, loss or any other amount payable to to, such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof 5.02 in respect of amounts described in clause (i) aboveabove (without duplication of any amounts distributed pursuant to subclause (iv) of clause "first" of this Section 3.03), shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, case pro rata on the basis of all amounts described in clauses (i), (ii) through and (iii) above; seventh, if any Class G Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;, provided that so long as all of the Class C Certificates are owned by an American Entity, such amount remaining as shall be required to pay Final Distributions on the Class G Certificates shall be distributed to the Class G Trustee; eighth, such amount as shall be required to pay all Policy Provider Obligations then due shall be distributed to the Policy Provider; ninth, such amount as shall be required to pay in full all Excess Reimbursement Obligations and Policy Provider Interest Amounts shall be distributed to the Policy Provider; tenth, if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee, provided, however, that if all of the Class C Certificates have been sold by the initial holder thereof to one or more Persons that are not an American Entity and the sale or sales of such Class C Certificates to such Person or Persons occurred prior to the occurrence of an Indenture Event of Default under any Indenture, the Adjusted Expected Distributions on the Class C Certificates shall be distributed immediately prior to the payment in clause "ninth" above; eleventh, if any Class D Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; provided that so long as all of the Class D Certificates are owned by an American Entity, such amount remaining as shall be required to pay Final Distributions on the Class G Certificates shall be distributed to the Class G Trustee prior to any distribution to the Class D Trustee pursuant to this clause "eleventh"; twelfth, if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class E Certificates shall be distributed to the Class E Trustee; thirteenth, (i) if any Class G Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class G Certificates shall be distributed to the Class G Trustee; (ii) after giving effect to clause (i), if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class C Certificates shall be distributed to the Class C Trustee; (iii) after giving effect to clauses (i) and (ii), if any Class D Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class D Certificates shall be distributed to the Class D Trustee; (iv) after giving effect to clauses (i), (ii) and (iii), if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class E Certificates shall be distributed to the Class E Trustee; and fourteenth, any amount remaining shall be distributed to the Class G, Class C, Class D and Class E Trustees (for distribution to the Certificateholders of the applicable Trusts) pro rata based upon the original aggregate principal amounts of the Equipment Notes held by the respective Trusts.
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b3.01(f) and 3.6(k) hereof3.06(b), upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i), (ii) through and (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the Liquidity Provider and the Policy Provider Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had has been previously funded as provided in Section 3.6(f3.06(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are is applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II3.03) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, in each case pro rata on the basis of the amounts of all such deficiencies the required deposits and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderObligations; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by by, or any other amount payable to to, the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, chargecharge or other loss incurred by, loss or any other amount payable to to, such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof 5.02 in respect of amounts described in clause (i) aboveabove (without duplication of any amounts distributed pursuant to subclause (iii) of clause "first" of this Section 3.03), shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, case pro rata on the basis of all amounts described in clauses (i), (ii) through and (iii) above; seventh, if any Class A-1 Certificates or Class A-2 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A-1 Certificates shall be distributed to the Class G A-1 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee;, pro rata on the basis of such amounts in respect of each such Class of Certificates; eighth, if any Class B Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; ninth, if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, if the Class D Certificates have been issued and any Class D Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; and eleventh, (i) if any Class A-1 Certificates or Class A-2 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class A-1 Certificates shall be distributed to the Class A-1 Trustee and such amount remaining as shall be required to pay Final Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Xrustee, pro rata on the basis of the Pool Balance of each such Class of Certificates after giving effect to the distributions made on such Distribution Date pursuant to clause "seventh" of this Section 3.03(a); (ii) after giving effect to clause (i) if any Class B Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class B Certificates shall be distributed to the Class B Trustee; (iii) after giving effect to clauses (i) and (ii) if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class C Certificates shall be distributed to the Class C Trustee and (iv) after giving effect to clauses (i), (ii) and (iii) if the Class D Certificates have been issued and any Class D Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class D Certificates shall be distributed to the Class D Trustee.
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed (and, in any event, on each Interest Payment Date) by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral or Trust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any the Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), ) and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers Provider and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (AI)(A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity FacilityProvider) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), ) and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunderUnindemnified Taxes), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust AgreementUnindemnified Taxes), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 1 contract
Samples: Intercreditor Agreement (America West Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate (as defined in the relevant Indenture), shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay shall be distributed to each Liquidity Provider all outstanding Drawings that has not funded a Cash Collateral Account in accordance with Section 3.6(c) or 3.6(i) hereof, and/or (B) if applicable, so long as no Performing Note Deficiency exists and interest thereon owing no Liquidity Event of Default has occurred and is continuing, to such Liquidity Provider under replenish the applicable Liquidity Facility, the amount of such payment made Cash Collateral Accounts up to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, their respective Required Amounts shall be distributed to such Liquidity Provider and deposited in the Policy ProviderCash Collateral Accounts, pro rata in each case, pari passu on the basis of the amounts amount of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of owed to each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Providerand/or such deficiencies; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventhsixth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A Certificates shall be distributed to the Class G A Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; and ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee.
Appears in 1 contract
Samples: Intercreditor Agreement (America West Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f3.01(f), 3.6(b3.06(b) and 3.6(k) hereof3.07, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Primary Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Primary Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Primary Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses owed to each Primary Liquidity Provider and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay in full (i) accrued and unpaid interest on the Liquidity Obligations (at the rate provided in the applicable Primary Liquidity Facility determined after giving effect to payments made by the Policy Provider to each Primary Liquidity Provider, if any, in respect of interest on Drawings under the Primary Liquidity Facilities), (ii) if the Class G Primary Liquidity Provider has defaulted in its obligation to make a payment on any Interest Drawing in respect of the Class G Certificates, the aggregate amount of interest accrued and unpaid on all the portion of any Policy Drawing made to cover the shortfall attributable to such default by such Primary Liquidity Obligations (Provider at the rate, or in the amount, rate provided in the applicable Liquidity Facility) (determined after the application "except" clause of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), clause (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), " and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Primary Liquidity Provider all outstanding Drawings and interest thereon owing to such Primary Liquidity Provider under the applicable its Primary Liquidity FacilityFacility pursuant to Section 2.06.(c), the amount of such payment made to such the Primary Liquidity Provider Providers attributable to such interest accrued on such Drawings, shall be distributed distributed, in the case of (i) above, to the Primary Liquidity Providers and, in the case of (ii) and (iii) above, to the Policy Provider pro rata (without duplication) on the basis of the amount of such Liquidity Obligations owed amounts owing to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Providereach; fourth, such amount remaining as shall be required (I) (A) if any Primary Cash Collateral Account had has been previously funded as provided in Section 3.6(f3.06(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Primary Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Primary Cash Collateral Account, (B) if any Primary Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Primary Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to deposit into the related Primary Cash Collateral Account an amount equal to such Primary Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Primary Cash Collateral Account, and (C) if, with respect to any particular Primary Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are is applicable, to pay or reimburse the Primary Liquidity Provider in full respect of such Primary Liquidity Facility in an amount equal to the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Primary Liquidity Facility shall be distributed to such Primary Liquidity Provider (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;this
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof3.6(b), upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or (including the Special Payments Account Account) shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesIndenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each the Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, the Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Primary Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any the Trustee in respect of amounts described in clause (i) above, shall be distributed to such Primary Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventhsecond, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates all accrued and unpaid Liquidity Expenses shall be distributed to each Primary Liquidity Provider pari passu on the Class G Trustee;basis of the amount of Liquidity Expenses owed to each Liquidity Provider; third, such amount remaining as shall be required to pay accrued and unpaid interest on the Liquidity Obligations as provided in the Primary Liquidity Facilities shall be distributed to each Primary Liquidity Provider pari passu on the basis of the amount of such accrued and unpaid interest owed to each Primary Liquidity Provider; fourth, such amount as shall be required (A) if any Cash Collateral Account relating to a Primary Liquidity Facility had been previously funded as provided in Section 3.6(f) unless (i) a Performing Note Deficiency exists and a Triggering Event shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to the relevant Primary Liquidity Facility, to fund such Cash Collateral Account up to the Maximum Commitment Amount applicable to the related Primary Liquidity Facility shall be deposited in such Cash Collateral Account, (B) if any Primary Liquidity Facility shall become a Downgraded Facility at a time when unreimbursed LP Interest Drawings under such Primary Liquidity Facility have reduced the Remaining Commitment Amount thereunder to zero unless (i) a Performing Note Deficiency exists and a Triggering Event shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to the relevant Primary
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay shall be distributed to each Liquidity Provider all outstanding Drawings that has not funded a Cash Collateral Account in accordance with Section 3.6(c) or 3.6(i) hereof, and/or (B) if applicable, so long as no Performing Note Deficiency exists and interest thereon owing no Liquidity Event of Default has occurred and is continuing, to such Liquidity Provider under replenish the applicable Liquidity Facility, the amount of such payment made Cash Collateral Accounts up to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, their respective Required Amounts shall be distributed to such Liquidity Provider and deposited in the Policy ProviderCash Collateral Accounts, pro rata in each case, pari passu on the basis of the amounts amount of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of owed to each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Providerand/or such deficiencies; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; sixth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A Certificates shall be distributed to the Class A Trustee; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G B Certificates shall be distributed to the Class G B Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; and tenth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class E Certificates shall be distributed to the Class E Trustee.
Appears in 1 contract
Samples: Intercreditor Agreement (America West Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral Collateral securing such Equipment Notes, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any the Class G Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each any Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 1 contract
Samples: Intercreditor Agreement (Amtran Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, other than interest in respect of a Downgrade Drawing or in the amount, a Non-Extension Drawing) as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderObligations; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata pari passu on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A Certificates shall be distributed to the Class G A Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date or, if all Classes of Certificates shall have been paid in full, shall be distributed to the Owner Trustee to the extent that the amount received from the Loan Trustees and deposited in the Collection Account exceed the amounts described in clauses "first" through "ninth" above; and eleventh, amount remaining shall be distributed to the Certificateholders of the related Trust.
Appears in 1 contract
Samples: Intercreditor Agreement (Northwest Airlines Holdings Corp/Pred)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, other than interest in respect of a Downgrade Drawing or in the amount, a Non-Extension Drawing) as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderObligations; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(i)B)(i) , as the case may be, of clause "fourth" above is applicable), pro rata pari passu on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A Certificates shall be distributed to the Class G A Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date or, if all Classes of Certificates shall have been paid in full, shall be distributed to the Owner Trustee to the extent that the amount received from the Loan Trustees and deposited in the Collection Account exceed the amounts described in clauses "first" through "tenth" above; and eleventh, amount remaining shall be distributed to the Certificateholders of the related Trust.
Appears in 1 contract
Samples: Intercreditor Agreement (Northwest Airlines Holdings Corp/Pred)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof3.6(b), upon the occurrence --------------- ------ of a Triggering Event and at all times thereafter, all funds in the Collection Account or (including the Special Payments Account Account) shall be promptly distributed by the Subordination Agent in the following order of priority: firstFirst, such amount as shall be required to reimburse (i) the ----- Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesIndenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust ---------- Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, the Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to ---------- such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; secondon ----------- ----- Second, such amount remaining as shall be required to pay (i) all accrued ------ and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdThird, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and ----- unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFourth, such amount remaining as shall be required (I) (A) if any Cash Collateral ------ Account relating to a Liquidity Facility had been previously funded as provided in Section 3.6(f), ) unless (i) a Performing Note Deficiency exists -------------- and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the relevant Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, zero unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the relevant Liquidity Facility, to deposit into fund the related relevant Cash Collateral Account an amount equal up to such Cash Collateral Account's its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, Account and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are fourth is ------------- ------------- ------ ------ applicable, to pay or reimburse the Liquidity Provider in full respect of such Liquidity Facility, in each case in an amount equal to the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" first, second or "third" ------ ----- ------ third of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy ----- ----------- Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifthFifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either ----- subclause (I)(AA) or (I)(BB) of clause "fourth" abovefourth above is applicable, then the ------------- - ------ ------ Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixthSixth, such amount as shall be required to reimburse or pay (i) the ----- Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable any Trust Agreement), expense, fee, charge, loss or any other amount payable to such the Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, the Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be ----------- ---------- distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses ------- (i) through (iii) above; seventh--- --- Seventh, if any Class A-1 Certificates, Class A-2 Certificates or ------- Class A-3 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A-1 Certificates shall be distributed to the Class G A-1 Trustee;, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A-3 Certificates shall be distributed to the Class A-3 Trustee, pro rata on the basis of such amounts in respect of each such Class of Certificates; Eighth, if any Class B Certificates are Outstanding on such ------ Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; Ninth, if any Class C Certificates are Outstanding on such ----- Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; and Tenth, if any Class D Certificates are Outstanding on such ----- Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee.
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment Notes, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay shall be distributed to each Liquidity Provider all outstanding Drawings that has not funded a Cash Collateral Account in accordance with Section 3.6(c) or 3.6(i) hereof, and/or (B) if applicable, so long as no Performing Note Deficiency exists and interest thereon owing no Liquidity Event of Default has occurred and is continuing, to such Liquidity Provider under replenish the applicable Liquidity Facility, the amount of such payment made Cash Collateral Accounts up to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, their respective Required Amounts shall be distributed to such Liquidity Provider and deposited in the Policy ProviderCash Collateral Accounts, pro rata in each case, pari passu on the basis of the amounts amount of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of owed to each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Providerand/or such deficiencies; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expensesixth, fee, charge, loss or any other such amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), remaining as shall be distributed required to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof pay in respect of amounts described in clause (i) above, full Adjusted Expected Distributions on the Class A Certificates shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) aboveClass A Trustee; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G B Certificates shall be distributed to the Class G B Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; and tenth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class E Certificates shall be distributed to the Class E Trustee.
Appears in 1 contract
Samples: Intercreditor Agreement (America West Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral or Trust Indenture Estate (as defined in the relevant Indenture), shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, Provider and (iv) any Primary Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Primary Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, (i) such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Primary Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Primary Liquidity Expenses and Policy Expenses owed to each Primary Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, rate provided in the applicable Primary Liquidity Facility) (Facility determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment giving effect to payments made by the Policy Provider to the applicable each Primary Liquidity Provider in accordance with the provisions of Section 2.6(c))Provider, (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made if any, in respect of any shortfall attributable to a failure by any interest on drawings under the Primary Liquidity Provider to honor any Interest Drawing (Facilities) as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Primary Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Primary Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Primary Liquidity Provider, (ii) if either the Class G-1 or Class G-2 Primary Liquidity Provider has defaulted in its obligation to make a payment on any Interest Drawing in respect of the Class G-1 or Class G-2 Certificates, as the case may be, the aggregate amount of interest accrued on the portion of any Policy Drawing made to cover the shortfall attributable to such default by such Primary Liquidity Provider at the rate provided in the "except" clause (ii) of the definition of "Policy Provider Obligations" and (iii) if the Policy Provider has elected to pay to each Primary Liquidity Provider all outstanding drawings and interest owing to such Primary Liquidity Provider under its Primary Liquidity Facility pursuant to subsection 2.6(c) hereof, the amount of such payment made to the Primary Liquidity Providers attributable to such interest accrued on such drawings, shall be distributed to the Primary Liquidity Providers and the Policy Provider pro rata (without duplication) on the basis of the amounts owing to each; fourth, such amount as shall be required (A) if any Primary Cash Collateral Account relating to a Primary Liquidity Facility had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Primary Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Primary Cash Collateral Account, (B) if any Primary Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Primary Liquidity Facility have reduced the Maximum Available Commitment thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to deposit into the related Primary Cash Collateral Account an amount equal to such Primary Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, (C) if, with respect to any particular Primary Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations then due under such Primary Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3 and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider of such Primary Liquidity Facility in respect of principal of drawings under such Primary Liquidity Facility), pro rata with any amount distributable pursuant to subclause (D) of this clause "fourth" on the basis of the amount of all such unreimbursed Interest Drawing and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "fourth" and (D) if the Policy Provider has elected to pay to each Primary Liquidity Provider all outstanding drawings and interest owing to such Primary Liquidity Provider under its Primary Liquidity Facility pursuant to subsection 2.6(c) hereof, to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Providers, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "fourth" and if any amount shall be distributable under subclause (C) of this clause "fourth", pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such unreimbursed Liquidity Obligations and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "thirdfourth"; fifth, if, with respect to any particular Primary Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "fourth" above, then the Primary Liquidity Provider with respect to such Primary Liquidity Facility shall be paid the Policy excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Primary Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (A)(i) or (B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Primary Liquidity Provider; fourthsixth, such amount remaining as shall be required (I) (A) required, if any Cash Collateral Above-Cap Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Cash Collateral Above-Cap Reserve Account up to its Required an amount equal to the applicable Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) related Above-Cap Account shall be deposited in such Cash Collateral Above-Cap Reserve Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixthseventh, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventheighth, such amount as shall be required to pay in full Adjusted Expected Distributions to the holders of Class G-1 and Class G-2 Certificates on such Distribution Date shall be distributed to the Class G-1 and Class G-2 Trustees; provided that if available funds are insufficient to pay an Adjusted Expected Distribution to each such Class in full, available funds will be distributed to each of the Class G-1 Trustee and Class G-2 Trustee in the same proportion as such Trustee's proportionate share of the aggregate amount of such Adjusted Expected Distributions; ninth, such amount remaining as shall be required to pay the Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first" through "fourth" above and other than any Excess Reimbursement Obligations) and any amounts due under the Policy Fee Letter shall be paid to the Policy Provider; tenth, such amount as shall be required to pay in full Adjusted Expected Distributions to the holders of Class C-1 and Class C-2 Certificates on such Distribution Date shall be distributed to the Class C-1 and Class C-2 Trustees; provided that if available funds are insufficient to pay an Adjusted Expected Distribution to each such Class in full, available funds will be distributed to each of the Class C-1 Trustee and Class C-2 Trustee in the same proportion as such Trustee's proportionate share of the aggregate amount of such Adjusted Expected Distributions; eleventh, such amount remaining as shall be required to pay any Excess Reimbursement Obligations to the Policy Provider; twelfth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G D Certificates shall be distributed to the Class G D Trustee;, provided, however, that if all of the Class D Certificates are owned by one or more Persons that are not Affiliates of Northwest and the sale or sales of such Certificates to such Persons occurred prior to the occurrence of an Indenture Default under any Indenture, the Expected Distributions on the Class D Certificates shall be distributed immediately prior to the payment in clause "eleventh" above; thirteenth, if any Above-Cap Reserve Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Above-Cap Reserve Account up to an amount equal to the applicable Termination Amount (as recalculated on such Distribution Date) shall be deposited in such Above-Cap Reserve Account; fourteenth, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date or, if all Classes of Certificates shall have been paid in full, shall be distributed to the Owner Trustee to the extent that the amount received from the Loan Trustees and deposited in the Collection Account exceed the amounts described in clauses "first" through "thirteenth" above; and fifteenth, amount remaining shall be distributed to the Certificateholders of the related Trust.
Appears in 1 contract
Samples: Intercreditor Agreement (Northwest Airlines Inc /Mn)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata PARI PASSU on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata PARI PASSU on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata PARI PASSU on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Maximum Available Amount Commitment thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into fund the related relevant Cash Collateral Account an amount equal up to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata PARI PASSU on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G TrusteeObligations;
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate (as defined in the relevant Indenture), shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata PRO RATA on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata PRO RATA on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata PRO RATA on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata PRO RATA on the basis of the amounts of all such deficiencies required deposits and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed (and, in any event, on each Interest Payment Date) by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral or Trust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any the Liquidity Provider to honor any Interest Drawing in respect of the Class G Certificates (as more fully provided in the definition of "Policy Provider Obligations"), ) and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (AI)(A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity FacilityProvider) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), ) and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; 37 41 sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunderUnindemnified Taxes), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust AgreementUnindemnified Taxes), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 1 contract
Samples: Intercreditor Agreement (America West Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required (A) to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each the Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such the Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any the Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such CertificateholderCertificateholder and (B) if the Subordination Agent shall have requested the initial Appraisals and only so long as a Triggering Event shall be continuing, to fund or replenish the Reserve Account up to the Reserve Amount, but in no event (other than the initial funding of the Reserve Account) more than $25,000 in the aggregate during any calendar year, shall be distributed to the Subordination Agent for deposit in the Reserve Account, in each such case, pro rata on the basis of all amounts described in clauses (iA)(i), (A)(ii), (A)(iii) through and (ivB) above; secondSECOND, such amount remaining as shall be required to pay all accrued and unpaid Liquidity Expenses shall be distributed to each Liquidity Provider pro rata on the basis of the amount of the Liquidity Expenses owed to each Liquidity Provider; THIRD, such amount remaining as shall be required to pay (i) all accrued and unpaid interest on the Liquidity Expenses owed to each Obligations as provided in the Liquidity Provider Facilities and (ii) all accrued if a CNAI Special Termination Drawing has been made under the CNAI Liquidity Facility and unpaid Policy Expenses owed to has not been converted into a Final Advance, the Policy Provideroutstanding amount of such CNAI Special Termination Drawing, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such accrued and unpaid Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Sub-Account of the Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the relevant Liquidity Facility, to fund such Cash Collateral Sub-Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Sub-Account, (B) if any Liquidity Facility shall become a Downgraded Facility or Facility, a Non-Extended Facility, a WestLB Early Terminated Facility or a WestLB Expired Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the related Liquidity Facility, to deposit into fund the related Sub-Account of the Cash Collateral Account up to an amount equal to such Cash Collateral Sub-Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Sub-Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or in respect of each Sub-Account and unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b3.01(f) and 3.6(k) hereof3.06(b), upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i), (ii) through and (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the Liquidity Provider and the Policy Provider Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had has been previously funded as provided in Section 3.6(f3.06(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are is applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II3.03) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, in each case pro rata on the basis of the amounts of all such deficiencies the required deposits and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity ProviderObligations; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by by, or any other amount payable to to, the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, chargecharge or other loss incurred by, loss or any other amount payable to to, such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof 5.02 in respect of amounts described in clause (i) aboveabove (without duplication of any amounts distributed pursuant to subclause (iii) of clause "first" of this Section 3.03), shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, case pro rata on the basis of all amounts described in clauses (i), (ii) through and (iii) above; seventh, if any Class A-1 Certificates or Class A-2 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A-1 Certificates shall be distributed to the Class G A-1 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee;, pro rata on the basis of such amounts in respect of each such Class of Certificates; eighth, if any Class B Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; ninth, if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, if any Class D Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; and eleventh, (i) if any Class A-1 Certificates or Class A-2 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class A-1 Certificates shall be distributed to the Class A-1 Trustee and such amount remaining as shall be required to pay Final Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee, pro rata on the basis of the Pool Balance of each such Class of Certificates after giving effect to the distributions made on such Distribution Date pursuant to clause "seventh" of this Section 3.03(a); (ii) after giving effect to clause (i) if any Class B Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class B Certificates shall be distributed to the Class B Trustee; (iii) after giving effect to clauses (i) and (ii) if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class C Certificates shall be distributed to the Class C Trustee and (iv) after giving effect to clauses (i), (ii) and (iii) if any Class D Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class D Certificates shall be distributed to the Class D Trustee.
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing "Collateral" (as such Equipment Notesterm is defined in each relevant Indenture), shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A-1 Certificates shall be distributed to the Class G A-1 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee;, pro rata on the basis of such amounts in respect of each such Class of Certificates;and eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee.
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b3.01(f) and 3.6(k) hereof3.06(b), upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral or Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the Liquidity Provider Providers and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) accrued and unpaid interest on the Liquidity Obligations as provided in the applicable Liquidity Facilities (determined after giving effect to payments made by the Policy Provider to each Liquidity Provider, if any, in respect of interest on drawings under the Liquidity Facilities), (ii) if the Class G-1 Liquidity Provider or Class G-2 Liquidity Provider has defaulted in its obligation to make any Interest Drawing in respect of the Class G-1 Certificates or Class G-2 Certificates, respectively, the aggregate amount of interest accrued and unpaid on all the portion of any Policy Drawing made to cover the shortfall attributable to such default by the Liquidity Obligations (Provider at the rate, or in the amount, rate provided in the applicable Liquidity Facility) (determined after the application "except" clause of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), clause (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), " and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings drawings and interest thereon owing to such Liquidity Provider under the applicable its Liquidity FacilityFacility pursuant to Section 2.06(c) hereof, the amount of such payment made to such the Liquidity Provider Providers attributable to such interest accrued on such Drawingsdrawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable to the Policy Provider under this clause "third" to the Policy Provider"; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had has been previously funded as provided in Section 3.6(f3.06(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are is applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility shall be distributed to such Liquidity Provider (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), 3.03 and as determined after giving effect to payments made by the Policy Provider to the Liquidity Providers in respect of principal of drawings under the Liquidity Facilities) pro rata with any amount distributable pursuant to subclause (D) of this clause "fourth" on the basis of the amount of all such Liquidity Obligations and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "fourth" and (IID) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings drawings and interest thereon owing to such Liquidity Provider under its Liquidity Facility pursuant to Section 2.06(c) hereof, to reimburse the applicable Liquidity Facility, Policy Provider for the principal amount of such payment made to such the Liquidity Provider in respect of principal of Drawings under such Liquidity FacilityProviders, shall be distributed to such Liquidity Provider and the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "fourth", and if any amount shall be distributable under subclause (C) of this clause "fourth", pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by by, or any other amount payable to to, the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, chargecharge or other loss incurred by, loss or any other amount payable to to, such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof 5.02 in respect of amounts described in clause (i) aboveabove (without duplication of any amounts distributed pursuant to subclause (iv) of clause "first" of this Section 3.03), shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, case pro rata on the basis of all amounts described in clauses (i), (ii) through and (iii) above; seventh, if any Class G-1 Certificates or Class G-2 Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G G-1 Certificates shall be distributed to the Class G G-1 Trustee and such amount as shall be required to pay in full Adjusted Expected Distributions on the Class G-2 Certificates shall be distributed to the Class G-2 Trustee;, pro rata on the basis of such amounts in respect of each such Class of Certificates; eighth, such amount as shall be required to pay the Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first" through "fourth" above and other than any Excess Reimbursement Obligations) and any amounts due under the Policy Fee Letter shall be paid to the Policy Provider; ninth, if any Class C Certificates are Outstanding on such Distribution Date, such amount as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, such amount as shall be required to pay any Excess Reimbursement Obligations shall be distributed to the Policy Provider; eleventh, if any Class D Certificates are Outstanding on such Distribution Date, such amount as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; and twelfth, (i) if any Class G-1 Certificates or Class G-2 Certificates are Outstanding on such Distribution Date, such amount as shall be required to pay Final Distributions on the Class G-1 Certificates shall be distributed to the Class G-1 Trustee and such amount as shall be required to pay Final Distributions on the Class G-2 Certificates shall be distributed to the Class G-2 Trustee, pro rata on the basis of the Pool Balance of each such Class of Certificates after giving effect to the distributions made on such Distribution Date pursuant to clause "seventh" of this Section 3.03(a); (ii) after giving effect to clause (i) if any Class C Certificates are Outstanding on such Distribution Date, such amount remaining as shall be required to pay Final Distributions on the Class C Certificates shall be distributed to the Class C Trustee and (iii) after giving effect to clauses (i) and (ii) if any Class D Certificates are Outstanding on such Distribution Date, such amount as shall be required to pay Final Distributions on the Class D Certificates shall be distributed to the Class D Trustee.
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed (and, in any event, on each Interest Payment Date) by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment Notes, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), ) and (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any the Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers Provider and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider"; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or 35 39 (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity FacilityProvider) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunderUnindemnified Taxes), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust AgreementUnindemnified Taxes), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;; eighth, such amount as is required to pay to the Policy Provider all Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first", "second" and "third" of this Section 3.3 and Excess Reimbursement Obligations) shall be paid to the Policy Provider; ninth, such amount as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; and
Appears in 1 contract
Samples: Intercreditor Agreement (America West Airlines Inc)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, Provider shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider Provider, and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, rate provided in the applicable Liquidity Facility) (Facility determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment giving effect to payments made by the Policy Provider to each Liquidity Provider, if any, in respect of interest on drawings under the applicable Liquidity Provider in accordance with Facilities) and unpaid shall be distributed to the provisions Liquidity Providers pari passu on the basis of Section 2.6(c))the amount of Liquidity Obligations owed to each Liquidity Provider, (ii) if the Class G Liquidity Provider has defaulted in its obligation to make any Interest Drawing in respect of the Class G Certificates, the aggregate amount of interest accrued and unpaid on the portion of any Policy Drawings Drawing made in respect of any to cover the shortfall attributable to a failure such default by any the Liquidity Provider to honor any Interest Drawing (as more fully at the rate provided in the "except" clause of the definition of "Policy Provider Obligations"), " and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings drawings and interest thereon owing to such Liquidity Provider under the applicable its Liquidity FacilityFacility pursuant to subsection 2.6(c) hereof, the amount of such payment made to such the Liquidity Provider Providers attributable to such interest accrued on such Drawingsdrawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations owed amounts owing to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Providereach; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect after application of the amounts required pursuant to any particular Liquidity Facility, neither subclause (I)(AA) nor or subclause (I)(BB) of this clause "fourth" are applicable", (x) to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), 3.3 and as determined after giving effect to payments made by the Policy Provider to the Liquidity Providers in respect of principal of drawings under the Liquidity Facilities) and (IIy) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings drawings and interest thereon owing to such Liquidity Provider under the applicable its Liquidity FacilityFacility pursuant to subsection 2.6(c) hereof, the principal amount of such payment made to such the Liquidity Provider in respect of principal of Drawings under such Liquidity FacilityProviders, shall be distributed to such Liquidity Provider Providers and the Policy Provider, pro rata Provider pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and such payments under the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderPolicy; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata pari passu on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;; eighth, such amount remaining as shall be required to pay the Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first" through "fourth" above and other than any Excess Reimbursement Obligations) shall be paid to the Policy Provider; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; tenth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; eleventh, such amount remaining as shall be required to pay any Excess Reimbursement Obligations to the Policy Provider; twelfth, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date or, if all Classes of Certificates shall have been paid in full, shall be distributed to the Owner Trustee to the extent that the amount received from the Loan Trustees and deposited in the Collection Account exceed the amounts described in clauses "first" through "eleventh" above; and thirteenth, amount remaining shall be distributed to the Certificateholders of the related Trust.
Appears in 1 contract
Samples: Intercreditor Agreement (Northwest Airlines Inc /Mn)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral Collateral securing such Equipment Notes, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Maximum Available Amount Commitment thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A Certificates shall be distributed to the Class G A Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; ninth, if Class C Certificates are issued, such amount as is required to pay in full "Adjusted Expected Distributions" (to be defined in a manner equivalent to the definition for other Classes of Certificates) on the Class C Certificates shall be distributed to the Class C Trustee; tenth, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date; and eleventh, if all Classes of Certificates shall have been paid in full, such amount remaining shall be distributed to the Certificateholders of the related Trust.
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Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderObligations; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either other subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata pari passu on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A Certificates shall be distributed to the Class G A Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee; eleventh, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date; and twelfth, if all Classes of Certificates shall have been paid in full, such amount remaining shall be distributed to the Certificateholders of the related Trust.
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Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required (A) to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each the Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such the Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any the Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such CertificateholderCertificateholder and (B) if the Subordination Agent shall have requested the initial Appraisals and only so long as a Triggering Event shall be continuing, to fund or replenish the Reserve Account up to the Reserve Amount, but in no event (other than the initial funding of the Reserve Account) more than $25,000 in the aggregate during any calendar year, shall be distributed to the Subordination Agent for deposit in the Reserve Account, in each such case, pro rata on the basis of all amounts described in clauses (iA)(i), (A)(ii), (A)(iii) through and (ivB) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, (i) such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), Facility and (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings if a Special Termination Drawing has been made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity FacilityFacility and has not been converted into a Final Drawing, the outstanding amount of such payment made to such Liquidity Provider attributable to interest accrued on such DrawingsSpecial Termination Drawing, shall be distributed to the Liquidity Providers and the Policy Provider Provider, pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider all amounts described in clauses (i) and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider(ii) above; fourth, such amount remaining as shall be required (I) (A) if any the Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facilityoccurred, to fund such the Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such the Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such the Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended an Early Terminated Facility at a time when unreimbursed Interest Drawings under such the Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;Amount
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Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventhsecond, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates all accrued and unpaid Liquidity Expenses shall be distributed to each Liquidity Provider pro rata on the Class G Trusteebasis of the amount of Liquidity Expenses owed to each Liquidity Provider; third, such amount remaining as shall be required to pay accrued and unpaid interest on the Liquidity Obligations as provided in the Liquidity Facilities shall be distributed to each Liquidity Provider pro rata on the basis of the amount of such accrued and unpaid interest owed to each Liquidity Provider;
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b), 3.6(k) and 3.6(k) 3.7 hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it under the Policy Provider Agreement (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Primary Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Primary Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Primary Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Primary Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Primary Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Primary Liquidity Facility) (Facility and determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Primary Liquidity Provider in respect of any interest on Drawings in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), Interest Obligations and (iii) if the Policy Provider has elected paid pursuant to the proviso to Section 2.6(c) to pay to each Primary Liquidity Provider all outstanding Drawings and interest thereon owing to such Primary Liquidity Provider under the applicable Primary Liquidity Facility, the amount of such payment payments made to such Primary Liquidity Provider attributable to interest accrued on Drawings under such DrawingsPrimary Liquidity Facility, shall be distributed to the each Primary Liquidity Providers Provider and the Policy Provider Provider, as the case may be, pro rata on the basis of the amount of such Liquidity Obligations amounts owed to each Primary Liquidity Provider and the amount of such Policy Provider Obligations payable under subclauses (i), (ii) and (iii) of this clause "third" to the Policy Provider"; fourthFOURTH, such amount remaining as shall be required (I) (AI)(A) if any Cash Collateral Account relating to a Primary Liquidity Facility had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Primary Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Primary Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Primary Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Primary Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Primary Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), ) (net of any and all payments made by the Policy Provider to the Primary Liquidity Provider) and (II) if the Policy Provider has elected paid pursuant to the proviso to Section 2.6(c) to pay to each Primary Liquidity Provider all outstanding Drawings and interest thereon owing to such Primary Liquidity Provider under the applicable Primary Liquidity Facility, the amount of such payment payments made to such Primary Liquidity Provider in respect of principal of Drawings under such Primary Liquidity Facility, shall be distributed paid to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of payable to each Primary Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider, in each instance, under this clause "fourth" to the Policy Provider"; fifthFIFTH, if, with respect to any particular Primary Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Primary Liquidity Provider with respect to such Primary Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Primary Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Primary Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Primary Liquidity Provider; sixthSIXTH, such amount as shall be required, if the Class G-1 Above-Cap Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the Class G-1 Primary Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to the Class G-1 Primary Liquidity Facility, to fund the Class G-1 Above-Cap Collateral Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Class G-1 Above-Cap Account shall be deposited in the Class G-1 Above-Cap Collateral Account; SEVENTH, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventhEIGHTH, such amount as shall be required to pay in full Adjusted Expected Distributions on the Class G-1 Certificates shall be distributed to the Class G-1 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G G-2 Certificates shall be distributed to the Class G G-2 Trustee, pro rata on the basis of such amounts in respect of each such Class of Certificates;
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof3.6(b), upon the occurrence --------------- ------ of a Triggering Event and at all times thereafter, all funds in the Collection Account or (including the Special Payments Account Account) shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the ----- Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesIndenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust ---------- Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, the Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to ---------- such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iviii) above; ----------- ----- second, such amount remaining as shall be required to pay (i) all accrued ------ and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and ----- unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, Facilities shall be distributed to the each Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral ------ Account relating to a Liquidity Facility had been previously funded as provided in Section 3.6(f), ) unless (i) a Performing Note Deficiency exists -------------- and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the relevant Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, zero unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such the relevant Liquidity Facility, to deposit into fund the related relevant Cash Collateral Account an amount equal up to such Cash Collateral Account's its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, Account and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are fourth is ------------- ------------- ------ ------ applicable, to pay or reimburse the Liquidity Provider in full respect of such Liquidity Facility, in each case in an amount equal to the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" first, second or "third" ------ ----- ------ third of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy ----- ----------- Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either ----- subclause (I)(AA) or (I)(BB) of clause "fourth" abovefourth above is applicable, then the ------------- - ------ ------ Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the ----- Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable any Trust Agreement), expense, fee, charge, loss or any other amount payable to such the Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, the Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be ----------- ---------- distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses ------- (i) through (iii) above; --- ----- seventh, if any Class A-1 Certificates or Class A-2 Certificates are ------- Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A-1 Certificates shall be distributed to the Class G A-1 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class A-2 Certificates shall be distributed to the Class A-2 Trustee;, pro rata on the basis of such amounts in respect of each such Class of Certificates; eighth, if any Class B Certificates are Outstanding on such ------ Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; and ninth, if any Class C-1 Certificates or Class C-2 Certificates are ----- Outstanding on such Distribution Date, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C-1 Certificates shall be distributed to the Class C-1 Trustee and such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C-2 Certificates shall be distributed to the Class C-2 Trustee, pro rata on the basis of such amounts in respect of each such Class of Certificates.
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b3.01(f) and 3.6(k) hereof3.06(b), upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesCollateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i), (ii) through and (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each the Liquidity Provider and the Policy Provider Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
Appears in 1 contract
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Sub-Account of any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Sub-Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Sub-Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Maximum Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Sub-Account of the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;such
Appears in 1 contract
Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment Notes, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity FacilityProvider) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee;
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Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata PARI PASSU on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (iiincluding fees in respect of a Downgrade Drawing) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata PARI PASSU on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or other than interest in the amount, respect of a Downgrade Drawing) as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata PARI PASSU on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) Obligations, whether or not then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay shall be distributed to each Liquidity Provider all outstanding Drawings that has not funded a Cash Collateral Account in accordance with Section 3.6(c) or 3.6(i) hereof, and/or (B) if applicable, so long as no Performing Note Deficiency exists or Liquidity Event of Default has occurred and interest thereon owing is continuing, to such Liquidity Provider under replenish the applicable Liquidity Facility, the amount of such payment made Cash Collateral Accounts up to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, their respective Required Amounts shall be distributed to such Liquidity Provider and deposited in the Policy ProviderCash Collateral Accounts, pro rata in each case, PARI PASSU on the basis of the amounts amount of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of owed to each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Providerand/or such deficiencies; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixthFIFTH, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, Trustee and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata PARI PASSU on the basis of all amounts described in clauses (i) through (iii) above; seventhSIXTH, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A Certificates shall be distributed to the Class G A Trustee;; SEVENTH, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; EIGHTH, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; NINTH, such amount remaining shall be retained in the Collection Account until the immediately succeeding Distribution Date or, if all Classes of Certificates shall have been paid in full, shall be distributed to the Owner Trustee to the extent that the amount received from the Loan Trustees and deposited in the Collection Account exceed the amounts described in clauses "first" through "eighth" above; and TENTH, such amount remaining shall be distributed to the Certificateholders of the related Trust.
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Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I) (A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy ProviderObligations; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(AA) or (I)(BB) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(iA)(i) or (I)(B)(iB)(i), as the case may be, of clause "fourth" above is applicable), pro rata pari passu on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G A Certificates shall be distributed to the Class G A Trustee;; eighth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class B Certificates shall be distributed to the Class B Trustee; and ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee.
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Distribution of Amounts on Deposit Following a Triggering Event. (a) Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k3.6(b) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed by the Subordination Agent in the following order of priority: firstFIRST, such amount as shall be required to reimburse (i) the Subordination Agent for any out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any collateral securing such Equipment NotesTrust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata pari passu on the basis of all amounts described in clauses (i) through (iviii) above; secondSECOND, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata pari passu on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; thirdTHIRD, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid interest on all the Liquidity Obligations (at the rate, or in the amount, as provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by any Liquidity Provider to honor any Interest Drawing (as more fully provided in the definition of "Policy Provider Obligations"), and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay Facilities shall be distributed to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider pro rata pari passu on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourthFOURTH, such amount remaining as shall be required (I) (A) if any Sub-Account of any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Sub-Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Sub-Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Sub-Account of the related Cash Collateral Account an amount equal to such Cash Collateral Sub-Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(AA) nor subclause (I)(BB) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the applicable Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "secondSECOND" or "thirdTHIRD" of this Section 3.3), and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata pari passu on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G TrusteeObligations;
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Samples: Intercreditor Agreement (Continental Airlines Inc /De/)
