Distributions and Payments. (a) Prior to a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders; (ii) second, pro rata to the holders of Certificates, distributions at the rate determined by reference to the then-applicable Floating Rate on the stated amount of the Certificates to holders of the Certificates on such Distribution Date, commencing on the earlier to occur of an Unscheduled Payment Date and September 15, 2004 and ending on the Final Scheduled Distribution Date; (iii) third, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the Certificateholders, any distribution of the principal amount (or make-whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates; (iv) fourth, to the Swap Counterparty, in satisfaction of any Trust Swap Termination Payment then due and payable; (v) fifth, pro rata, to the Certificateholders, any make-whole amount not otherwise paid to the Swap Counterparty pursuant to clause (iv) above; (vi) sixth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and (vii) seventh, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx xx the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vii). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available in the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim agaxxxx xxe Xxxxt pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. (b) Following the occurrence of a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders; (ii) second, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the holders of the Certificates, distributions accrued during the related Collection Period at the rate of 4.875% per annum on the stated amount of the Certificates to holders of the Certificates on such Distribution Date; (iii) third, distributed to the holders of the Certificates pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; (iv) fourth, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the Certificateholders, any distribution of the principal amount (or make-whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates; (v) fifth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and (vi) sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx xx the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). (c) Notwithstanding Section 14(b) hereof, on each Payment Date prior to a CP Swap Termination Event, and in accordance with the terms of the Swap Agreement, the Trustee shall pay to the Swap Counterparty any interest amounts actually received; provided, however, that upon the occurrence of a CP Swap Termination Event, the Trustee shall cease paying any amounts to the Swap Counterparty. For the avoidance of doubt, such payment of interest does not include the make-whole amount, if any. (d) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Depositox, xx xnx xxxer Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, Underlying Securities in accordance with Section 7 hereof.
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Distributions and Payments. (a) Prior to a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows:
(i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata to the holders of Certificates, distributions at the rate determined by reference to the then-applicable Floating Rate on the stated amount of the Certificates to holders of the Certificates on such Distribution Date, commencing on the earlier to occur of an Unscheduled Payment Date and September August 15, 2004 and ending on the Final Scheduled Distribution Date;
(iii) third, pro rata orto the holders of the Certificates, as applicableany Deferred Interest;
(iv) fourth, by lot as selected by the Trustee in the event of a partial redemptionpro rata, to the Certificateholders, any distribution of the principal amount (or makeMake-whole amount, if anyAmount (as defined in the Underlying Securities Indenture) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(ivv) fourthfifth, to the Swap Counterparty, in satisfaction of any Trust Swap Termination Payment then due and payable;
(vvi) fifthsixth, pro rata, to the Certificateholders, any makeMake-whole amount Amount not otherwise paid to the Swap Counterparty pursuant to clause (ivv) above;
(vivii) sixthseventh, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(viiviii) seventheighth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx Funxx xxxxix xx the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vii5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available in the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim agaxxxx xxe Xxxxt pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date.
(b) Following the occurrence of a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows:
(i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the holders of the Certificates, distributions accrued during the related Collection Period at the rate of 4.8756.345% per annum on the stated amount of the Certificates to holders of the Certificates on such Distribution Date;
(iii) third, distributed to the holders of the Certificates pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities;
(iv) fourth, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemptionrata, to the Certificateholders, any distribution of the principal amount (or makeMake-whole amount, if any) Amount in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(v) fifth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(vi) sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx Funxx xxxxix xx the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi).
(c) Notwithstanding Section 14(b) hereof, on On each Payment Date prior to a CP Swap Termination Event, and in accordance with the terms of the Swap Agreement, the Trustee shall pay to the Swap Counterparty any interest amounts actually received; provided, however, that upon the occurrence of a CP Swap Termination Event, the Trustee shall cease paying any amounts to the Swap Counterparty. For the avoidance of doubt, such payment of interest does not include the make-whole amount, if any.
(d) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Depositox, xx xnx xxxer Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, Underlying Securities in accordance with Section 7 hereof.
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Distributions and Payments. (a) Prior to On the first anniversary of the date of this Agreement, or, if such date does not fall on a CP Swap Termination EventBusiness Day, on each the next succeeding Business Day (the “Initial Distribution Date Date”), the Trustee Escrow Agent shall apply release to the funds Indemnifying Company Stockholders (based on their Pro Rata Share thereof as specified on Exhibit A) the portion of the Company Indemnity Escrow Shares by which the number of Company Indemnity Escrow Shares then held in the Certificate AccountGeneral York Escrow Fund exceed the number of MCC Shares calculated as follows: (i) the sum of (A) the aggregate dollar amount of the General York Reserve, solely if any, as of the Initial Distribution Date; plus (B) the aggregate dollar amount of Claims for Losses (other than Claims in respect of Special Owned Site Environmental Liabilities) under Demands delivered less than forty five (45) days prior to the Initial Distribution Date, if any, that are attributable to the Indemnifying Company Stockholders under such Claim to the extent the Escrow Agent has not received from the Stockholders’ Representative a Dispute Notice with respect thereto as of Available Funds in the Certificate Account, Business Day immediately preceding the Initial Distribution Date; plus (C) Two Million Five Hundred Thousand Dollars ($2,500,000); divided by (ii) the MCC Stock Price determined as follows:
(i) first, to of the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by fourth Business Day preceding the Trustee Initial Distribution Date in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata to the holders of Certificates, distributions at the rate determined by reference to the then-applicable Floating Rate on the stated amount of the Certificates to holders of the Certificates on such Distribution Date, commencing on the earlier to occur of an Unscheduled Payment Date and September 15, 2004 and ending on the Final Scheduled Distribution Date;
(iii) third, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the Certificateholders, any distribution of the principal amount (or make-whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(iv) fourth, to the Swap Counterparty, in satisfaction of any Trust Swap Termination Payment then due and payable;
(v) fifth, pro rata, to the Certificateholders, any make-whole amount not otherwise paid to the Swap Counterparty pursuant to clause (iv) above;
(vi) sixth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(vii) seventh, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx xx the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vii). Subject to Section 9(c4(g) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available in the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim agaxxxx xxe Xxxxt pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date.
(b) Following On the occurrence Initial Distribution Date, the Escrow Agent shall release to DLJ an aggregate amount equal to the excess, if any, of a CP Swap Termination Event, on each Distribution Date the Trustee shall apply dollar value of the funds DLJ Indemnity Escrow Deposit (including any Earnings) in the Certificate AccountDLJ Escrow Fund over the sum of (A) the aggregate dollar amount of the DLJ Reserve, solely if any, as of the Initial Distribution Date; plus (B) the aggregate dollar amount of Claims for Losses under Demands delivered less than forty five (45) days prior to the Initial Distribution Date, if any, that are attributable to DLJ under such Claim to the extent of Available Funds in the Certificate Account, Escrow Agent has not received from the Stockholders’ Representative a Dispute Notice with respect thereto as follows:
(i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata or, as applicable, by lot as selected by Business Day immediately preceding the Trustee in the event of a partial redemption, to the holders of the Certificates, distributions accrued during the related Collection Period at the rate of 4.875% per annum on the stated amount of the Certificates to holders of the Certificates on such Initial Distribution Date;
(iii) third, distributed to the holders of the Certificates pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities;
(iv) fourth, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the Certificateholders, any distribution of the principal amount (or make-whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(v) fifth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(vi) sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx xx the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi).
(c) Notwithstanding Section 14(b) hereof, on each Payment Date prior to a CP Swap Termination Event, and in accordance with the terms of the Swap Agreement, the Trustee shall pay to the Swap Counterparty any interest amounts actually received; provided, however, that upon the occurrence of a CP Swap Termination Event, the Trustee shall cease paying any amounts to the Swap Counterparty. For the avoidance of doubt, such payment of interest does not include the make-whole amount, if any.
(d) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Depositox, xx xnx xxxer Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, Underlying Securities in accordance with Section 7 hereof.plus
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Distributions and Payments. (a) Prior to a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows:
(i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata to the holders of Certificates, distributions at the rate determined by reference to the then-applicable Floating Rate on the stated amount of the Certificates to holders of the Certificates on such Distribution Date, commencing on the earlier to occur of an Unscheduled Payment Date and September 15, 2004 and ending on the Final Scheduled Distribution Date;
(iii) third, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the Certificateholders, any distribution of the principal amount (or make-whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(iv) fourth, to the Swap Counterparty, in satisfaction of any Trust Swap Termination Payment then due and payable;
(v) fifth, pro rata, to the Certificateholders, any make-whole amount not otherwise paid to the Swap Counterparty pursuant to clause (iv) above;
(vi) sixth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(vii) seventh, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Xxxxxxx Xxxxx Capital Services, Inc. and if no Available Fuxxx xxxaxx xx Funds remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vii). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available in the Available Funds to pay such shortfall. Neither Merrill Lynch Xxxxxxx Xxxxx & Co. nor any of its Affiliates will have any claim agaxxxx xxe Xxxxt against the Trust pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date.
(b) Following the occurrence of a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows:
(i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the holders of the Certificates, distributions accrued during the related Collection Period at the rate of 4.875% per annum on the stated amount of the Certificates to holders of the Certificates on such Distribution Date;
(iii) third, distributed to the holders of the Certificates pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities;
(iv) fourth, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the Certificateholders, any distribution of the principal amount (or make-whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(v) fifth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(vi) sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Xxxxxxx Xxxxx Capital Services, Inc. and if no Available Fuxxx xxxaxx xx remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi).
(c) Notwithstanding Section 14(b) hereof, on each Payment Date prior to a CP Swap Termination Event, and in accordance with the terms of the Swap Agreement, the Trustee shall pay to the Swap Counterparty any interest amounts actually received; provided, however, that upon the occurrence of a CP Swap Termination Event, the Trustee shall cease paying any amounts to the Swap Counterparty. For the avoidance of doubt, such payment of interest does not include the make-whole amount, if any.
(d) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch Xxxxxxx Xxxxx & Co. or any of its Affiliates, other than the DepositoxDepositor, xx xnx xxxer or any other Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, Underlying Securities in accordance with Section 7 hereof.
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Distributions and Payments. (a) Prior to a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows:
(i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata to the holders of Certificates, distributions at the rate determined by reference to the then-applicable Floating Rate on the stated amount of the Certificates to holders of the Certificates on such Distribution Date, commencing on the earlier to occur of an Unscheduled Payment Date and September August 15, 2004 and ending on the Final Scheduled Distribution Date;
(iii) third, pro rata orto the holders of the Certificates, as applicableany Deferred Interest;
(iv) fourth, by lot as selected by the Trustee in the event of a partial redemptionpro rata, to the Certificateholders, any distribution of the principal amount (or makeMake-whole amount, if anyAmount (as defined in the Underlying Securities Indenture) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(ivv) fourthfifth, to the Swap Counterparty, in satisfaction of any Trust Swap Termination Payment then due and payable;
(vvi) fifthsixth, pro rata, to the Certificateholders, any makeMake-whole amount Amount not otherwise paid to the Swap Counterparty pursuant to clause (ivv) above;
(vivii) sixthseventh, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(viiviii) seventheighth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx Funds xxxxxx xx the xxe Certificate Account then no distribution will be made pursuant to this Section 5(a)(vii5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available in the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim agaxxxx xxe Xxxxt againxx xxx Txxxx pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date.
(b) Following the occurrence of a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows:
(i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders;
(ii) second, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the holders of the Certificates, distributions accrued during the related Collection Period at the rate of 4.8756.345% per annum on the stated amount of the Certificates to holders of the Certificates on such Distribution Date;
(iii) third, distributed to the holders of the Certificates pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities;
(iv) fourth, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemptionrata, to the Certificateholders, any distribution of the principal amount (or makeMake-whole amount, if any) Amount in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates;
(v) fifth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and
(vi) sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fuxxx xxxaxx Funds xxxxxx xx the xxe Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi).
(c) Notwithstanding Section 14(b) hereof, on On each Payment Date prior to a CP Swap Termination Event, and in accordance with the terms of the Swap Agreement, the Trustee shall pay to the Swap Counterparty any interest amounts actually received; provided, however, that upon the occurrence of a CP Swap Termination Event, the Trustee shall cease paying any amounts to the Swap Counterparty. For the avoidance of doubt, such payment of interest does not include the make-whole amount, if any.
(d) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the DepositoxDepositor, xx xnx xxxer xxx xxxxx Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, Underlying Securities in accordance with Section 7 hereof.
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