Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office. (b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default. (c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 2 contracts
Samples: Base Indenture Amendment (Driven Brands Holdings Inc.), Amendment No. 5 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.)
Distributions in General. (a) Notwithstanding any provision hereof or of any Supplement, prior to depositing any amounts on deposit in the Collection Account into any Distribution Account, all amounts due and payable to the Trustee pursuant to Section 10.5 and Section 10.11 and under the Vehicle Title and Lienholder Nominee Agreements (including all costs and expenses incurred by the Trustee related to the disposition of any Collateral), to the extent not already paid by AFC-II, shall be withdrawn from the Collection Account and paid to the Trustee. Unless otherwise specified in the applicable Supplement, on each Distribution Date with respect to each Outstanding Series, after payment of the amounts described in the preceding sentence, (i) the Paying Agent shall deposit (in accordance with the Monthly Certificate delivered to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Collection Account allocable to Noteholders of such Series as interest and, if during an Amortization Period, principal, and (ii) to the extent provided for in the applicable Supplement, the Trustee shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series drawn in connection with such Distribution Date.
(b) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Distribution Date, the Paying Agent shall pay distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all principal and interest due on such Series on such Distribution Date in accordance with the Monthly Certificate delivered to the Trustee. Such distribution shall be to each Noteholder of record of such Series on the preceding Record Date based on such Noteholder's pro rata share of the amounts payable thereto (i) aggregate principal amount of the Notes of such Series held by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveNoteholder; provided that provided, however, that, the final principal payment due on a Note shall only be paid upon to the holder of a Note on due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of DefaultNote.
(c) Unless otherwise specified in the applicable Series Supplement, amounts distributable to a Noteholder pursuant to this Section 6.1 shall be payable by wire transfer of immediately available funds released by the Trustee shall distribute Paying Agent from the Distribution Account no later than 12:00 noon (New York City time) for credit to the account designated by such Noteholder.
(d) Unless otherwise specified in the applica- ble Supplement (i) all amounts owed distributions to Noteholders of all classes within a Series of Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Noteholders of any Class a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Noteholders will receive its ratable share (based upon the aggregate amount due to such class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series.
(e) All distributions in respect of Notes represented by a Temporary Global Note will be made only with respect to that portion of the Temporary Global Note in respect of which Euroclear or Cedel shall have delivered to the Trustee a certificate or certificates substantially in the form of Exhibit B. The delivery to the Trustee by Euroclear or Cedel of the certificate or certificates referred to above may be relied upon by AFC-II and the Trustee as conclusive evidence that the certificate or certificates referred to therein or have been delivered to Euroclear or Cedel pursuant to the instructions terms of this Indenture and the Co-Issuers whether set forth in Temporary Global Note. No payments of interest will be made on a Quarterly Noteholders’ Report, Company Order or otherwiseTemporary Global Note after the Exchange Date therefor.
Appears in 2 contracts
Samples: Base Indenture (Avis Rent a Car Inc), Base Indenture (Avis Rent a Car Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment DateDistribution Date with respect to each Outstanding Series, (i) the Trustee or the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto deposit (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions Monthly Certificate delivered to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Collection Account (or in the case of a Segregated Series of Notes, the Note at collection account established pursuant to the related Series Supplement) allocable to Noteholders of such Series as interest and, if during an Amortization Period, principal, and (ii) to the extent provided for in the applicable Corporate Trust OfficeSeries Supplement, the Trustee shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series drawn in connection with such Distribution Date.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture on each Distribution Date, the Trustee or in any applicable Class A-1 Note Purchase Agreement, all distributions the Paying Agent shall distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all Classes within a principal and interest due on such Series of Notes on such Distribution Date. Such distribution shall be made from amounts allocated to each Noteholder of record of such Series on the preceding Record Date based on such Noteholder’s pro rata share of the aggregate principal amount of the Notes of such Series held by such Noteholder; provided, however, that, the final principal payment due on a Note shall only be paid to the holder of a Note on due presentment of such Note for cancellation in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class provisions of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of DefaultNote.
(c) Unless otherwise specified in the applicable Series Supplement, amounts distributable to a Noteholder pursuant to this Section 6.1 shall be payable by wire transfer of immediately available funds released by the Trustee shall distribute or the Paying Agent from the Distribution Account no later than 10:00 a.m. (New York City time) for credit to the account designated by such Noteholder.
(d) Unless otherwise specified in the applicable Series Supplement (i) all amounts owed distributions to Noteholders of all classes within a Series of Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Noteholders of any Class a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Noteholders will receive its ratable share (based upon the aggregate amount due to such class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series.
(e) All distributions in respect of Notes represented by a Temporary Global Note will be made only with respect to that portion of the Temporary Global Note in respect of which Euroclear or Clearstream shall have delivered to the Trustee a certificate or certificates substantially in the form of Exhibit A. The delivery to the Trustee by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Issuer and the Trustee as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the instructions terms of this Base Indenture and the Co-Issuers whether set forth in Temporary Global Note. No payments of interest will be made on a Quarterly Noteholders’ Report, Company Order or otherwiseTemporary Global Note after the Exchange Date therefor.
Appears in 2 contracts
Samples: Base Indenture (Vanguard Car Rental Group Inc.), Base Indenture (Vanguard Car Rental Group Inc.)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral Securitized Assets proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 2 contracts
Samples: Sixth Supplement to Base Indenture (Wendy's Co), Base Indenture (Wendy's Co)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Distribution Date with respect to each Outstanding Series, (i) the Paying Agent shall deposit (in accordance with the Monthly Certificate delivered by the Servicer to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Collection Account allocable to Noteholders of such Series as interest and, if during an Amortization Period, principal, and (ii) to the extent provided for in the applicable Supplement, the Trustee (in accordance with the Monthly Certificate or other instructions of the Servicer) shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series drawn in connection with such Distribution Date.
(b) Unless otherwise specified in the applicable Supplement, on each Distribution Date, the Paying Agent shall pay distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all principal and interest due on such Series on such Distribution Date. Such distribution shall be to each Noteholder of record of such Series on the preceding Record Date based on such Noteholder's pro rata share of the amounts payable thereto aggregate principal amount of the Notes of such Series held by such Noteholder; provided, however, that, the final principal payment due on a Note shall only be paid to the holder of a Note on due presentment of such Note for cancellation in accordance with the provisions of the Note.
(ic) by wire transfer Unless otherwise specified in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if Supplement, amounts distributable to a Noteholder has provided pursuant to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) this Section 6.1 shall be payable by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such Noteholder has not provided amounts shall be payable by wire instructions pursuant transfer of immediately available funds released by the Paying Agent from the Distribution Account no later than 2:00 p.m. (New York City time) for credit to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of account designated by such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust OfficeClearing Agency or its nominee, as applicable.
(bd) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, Supplement (i) all distributions to Noteholders of all Classes classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of will have the same alphanumerical designation; provided that, unless otherwise specified priority and (ii) in the applicable Series Supplement, in this Base Indenture or in event that on any applicable Class A-1 Note Purchase Agreement, all distributions date of determination the amount available to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed make payments to the Noteholders of any Class a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Noteholders will receive its ratable share (based upon the aggregate amount due to such class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series.
(e) All distributions in respect of Notes represented by a Temporary Global Note will be made only with respect to that portion of the Temporary Global Note in respect of which Euroclear or Cedel shall have delivered to the Trustee a certificate or certificates substantially in the form of Exhibit B. The delivery to the Trustee by Euroclear or Cedel of the certificate or certificates referred to above may be relied upon by NFLP and the Trustee as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Cedel pursuant to the instructions terms of this Indenture and the Co-Issuers whether set forth in Temporary Global Note. No payments of interest will be made on a Quarterly Noteholders’ Report, Company Order or otherwiseTemporary Global Note after the Exchange Date therefor.
Appears in 2 contracts
Samples: Base Indenture (Republic Industries Inc), Base Indenture (Republic Industries Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series SupplementSupplement for a Series of Indenture Notes, on each Quarterly Payment Date, the Paying Agent shall pay to the Indenture Noteholders of each Series of Indenture Notes of record on the preceding Record Date the amounts payable thereto (i) hereunder by check mailed first-class postage prepaid to such Indenture Noteholder at the address for such Indenture Noteholder appearing in the Note Register except that with respect to Indenture Notes registered in the name of a Clearing Agency or its nominee, such amounts shall be payable by wire transfer in of immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has on the Payment Date for credit to the account designated by such Clearing Agency or its nominee, as applicable, in accordance with deadlines established by the applicable Clearing Agency, provided to that the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior has received such amounts in time to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to comply with such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) abovedeadlines; provided that provided, however, that, the final principal payment due on a an Indenture Note shall only be paid upon to the Indenture Noteholder of a Definitive Note on due presentment and surrender of such Definitive Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust OfficeIndenture Note.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Supplement for a Series of Indenture or in any applicable Class A-1 Note Purchase Agreement, Notes (i) all distributions to Indenture Noteholders of all Classes within a Series of Indenture Notes shall will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Indenture Noteholders of a Series of Indenture Notes is not sufficient to pay all sums required to be made from amounts allocated in accordance with the Priority of Payments among paid to such Indenture Noteholders on such date, then each Class of Notes in alphanumerical order Indenture Noteholders will receive its ratable share (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each based upon the aggregate amount due to such Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(cNoteholders) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth aggregate amount available to be distributed in a Quarterly Noteholders’ Report, Company Order or otherwiserespect of the Indenture Notes of such Series.
Appears in 2 contracts
Samples: Base Indenture (Zipcar Inc), Base Indenture (Zipcar Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) All Notes issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “A”, together with any Subclasses or Tranches thereof, will be classified as “Class A Notes” or “Senior Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “B” through “L”, together with any Subclasses or Tranches thereof, will be classified as “Senior Subordinated Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “M” through “Z”, together with any Subclasses or Tranches thereof, will be classified as “Subordinated Notes” for all purposes under the Indenture. Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions payments of interest, principal (when due) and other amounts (when due) to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designationdesignation according to the amount then due and payable; provided provided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” and “Class-A-2-III Notes”) except to the extent otherwise specified in the Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an Optional Prepayment in whole or in party of one or more Tranches within such alphanumerical Class of Notes ahead of the remaining Tranches; provided, further, that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu and pro rata according to the amount then due and payable with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 2 contracts
Samples: Base Indenture (Wingstop Inc.), Base Indenture (Yum Brands Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (A) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Indenture Trust Account and (B) in the case of Definitive Notes (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Indenture Trust Account no later than 12:30 p.m. (New York City time) on such Quarterly Payment Date if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (iB)(i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, Supplement or in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-2, X-0B-1, X-0, X-0 B-2 and not X-0B-1, X-0, X-0A-2, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided thatfor the avoidance of doubt, any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be paid in roman-numeral order (i.e., Class A-2-I Notes will be paid before Class A-2-II Notes) except to the extent otherwise specified in this Base Indenture or the Series Supplement, including in connection with an optional prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes independently of other Tranches; provided, further, that unless otherwise specified in the applicable Series Supplement, Supplement or in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 2 contracts
Samples: Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Fee Remittance Date, with respect to each outstanding Series, (i) the Indenture Trustee or the Paying Agent shall deposit into the applicable Trust Account for each such Series the amounts deposited in the Collection Account, and (ii) to the extent provided for in the applicable Series Supplement, the Indenture Trustee shall deposit into the Distribution Account for each such Series the amount of Enhancement, if any, for such Series drawn in connection with such Fee Remittance Date.
(b) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Indenture Trustee or the Paying Agent shall pay distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all principal and interest due on such Series on such Payment Date. Such distribution with respect to principal shall be by lot at random to each Noteholder of record of such Series on the preceding Record Date Date; provided, however, that, the amounts payable thereto final principal payment due on a Note shall only be paid to the holder of a Note on due presentment of such Note for cancellation in accordance with the provisions of the Note.
(ic) by wire transfer Unless otherwise specified in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if Supplement, amounts distributable to a Noteholder has provided pursuant to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) this Section 6.1 shall be payable by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such Noteholder has not provided amounts shall be payable by wire instructions pursuant transfer of immediately available funds released by the Indenture Trustee or the Paying Agent from the Distribution Account no later than 10:00 A.M. (New York City time) for credit to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of account designated by such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust OfficeClearing Agency or its nominee, as applicable.
(bd) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, (i) all distributions to Noteholders of all Classes classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of will have the same alphanumerical designation; provided that, unless otherwise specified priority and (ii) in the applicable Series Supplement, in this Base Indenture or in event that on any applicable Class A-1 Note Purchase Agreement, all distributions date of determination the amount available to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed make payments to the Noteholders of any Class a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Notes pursuant Noteholders will receive its ratable share (based upon the aggregate amount due to the instructions such class of Noteholders) of the Co-Issuers whether set forth aggregate amount available to be distributed in a Quarterly Noteholders’ Report, Company Order or otherwiserespect of the Notes of such Series.
Appears in 1 contract
Samples: Base Indenture (Uici)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each applicable Series of Notes of record on the preceding Record Date or to the applicable Variable Funding Administrative Agent the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Collection Account or the applicable Series Distribution Collection Account Administrative Account no later than 12:30 2:30 p.m. (New York City time) if a Noteholder or applicable Variable Funding Administrative Agent has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder or applicable Variable Funding Administrative Agent at the address for such Noteholder appearing in the Note Register or at the address for such Variable Funding Administrative Agent on file with the Paying Agent and the Trustee, in each case, if such Noteholder or applicable Variable Funding Administrative Agent has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable All Series Supplement, in of Notes issued under this Base Indenture or in any applicable that are part of a Class with an alphanumerical designation that contains the letter “A” (such as the Series
2008-1 Class A-1 Note Purchase AgreementNotes, all distributions to Noteholders the Series 2008-1 Class A-2 Notes and the Series 2008-1 Class A-3 Notes) will be classified as “Senior Notes.” Any Notes issued under this Base Indenture that are part of a Class with an alphanumerical designation that does not contain the letter “A” (such as the Series 2008-1 Class B-1 Notes) will be classified as “Subordinated Notes.” On each Payment Date, payments of interest, principal (when due) and certain other amounts in respect of all Classes within a Series of Notes shall will be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class Notes. Classes of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall will be pari passu with each other with respect to all distributions of proceeds under this Base Indenture, will be paid in alphabetical order (e.g., each Class of the distribution Series 2008-1 Class A Notes will be pari passu with each other with respect to such proceeds and will have priority over any Class of Collateral Subordinated Notes (including the Series 2008-1 Class B-1 Notes) with respect to such proceeds), and such proceeds resulting from will be distributed in respect of each Class of Notes bearing the exercise same alphanumerical designation on a pro rata basis according to the amounts owed on such Classes of remedies upon an Event Notes, except that with respect to any prepayments of Defaultprincipal of the Notes under the Indenture, if any, in connection with any Indemnification Amounts, any Asset Disposition Prepayment Amounts, any Insurance Proceeds Amounts, and any Excess CAPEX Amounts, such prepayments of principal will be paid first, to the Class A-1 Notes of all Series of Notes Outstanding until paid in full, second, ratably according to the Aggregate Outstanding Principal Amount of the applicable Class of Notes, to the Class A-2 Notes and Class A-3 Notes of all Series of Notes Outstanding and third, to each class of Subordinated Notes of all Series of Notes Outstanding sequentially in alphabetical order.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportMonthly Manager’s Certificate, a Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Nuco2 Inc /Fl)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series Series, Class, Subclass or Tranche, as applicable, of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveDate; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided thatprovided, however, that any roman numeral denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority, i.e. “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” except to the extent specified in this Base Indenture, the related Series Supplement or the related Variable Funding Note Purchase Agreement; provided, further, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral Securitized Assets proceeds resulting from the exercise of remedies upon an Event of Default. The use of Subclass designations or Tranche designations or other designations to differentiate Note characteristics within a Class shall not alter priority or the requirement to pay among the Class pro rata unless expressly provided for in the applicable Series Supplement.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the CoIssuerCo-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (A) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Indenture Trust Account and (B) in the case of Definitive Notes (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Indenture Trust Account no later than 12:30 p.m. (New York City time) on such Quarterly Payment Date if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (iB)(i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Issuer the Manager, the Trustee and their affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, Supplement or in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-1, X-0A-2, X-0B-1, X-0 B-2 and not X-0A-1, X-0B-1, X-0A-2, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes”) except to the extent otherwise specified in this Base Indenture or the related Series Supplement, including in connection with an optional prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes independently of other Tranches; provided, further, that unless otherwise specified in the applicable Series SupplementSupplement or, in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0X-x, X-0 B-2 and not X-0, X-0X-x, X-0A-2, B-2) and pro rata among Holders holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportManager’s Certificate, Company Order or otherwise.
Appears in 1 contract
Samples: Sixth Supplement to Amended and Restated Base Indenture (Dominos Pizza Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (A) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Indenture Trust Account and (B) in the case of Definitive Notes (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Indenture Trust Account no later than 12:30 p.m. (New York City time) on such Quarterly Payment Date if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (iB)(i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, Supplement or in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-0, X-0, X-0, X-0 and not X-0A-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes”) except to the extent otherwise specified in this Base Indenture or the related Series Supplement, including in connection with an optional prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes independently of other Tranches; provided, further, that unless otherwise specified in the applicable Series Supplement, Supplement or in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (DineEquity, Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on the Business Day immediately preceding each Quarterly Payment Date with respect to each Outstanding Series, (i) the Paying Agent shall deposit (in accordance with the Monthly Certificate delivered by the Master Servicer to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Collection Account allocable to Noteholders of such Series as interest and, during an Amortization Period, principal, and (ii) to the extent provided for in the applicable Series Supplement, the Trustee (in accordance with the Monthly Certificate delivered by the Master Servicer to the Trustee) shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series to be drawn in connection with such Payment Date.
(b) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Paying Agent (in accordance with the Monthly Certificate delivered by the Master Servicer to the Trustee) shall pay distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all principal and interest due on such Series on such Payment Date. Such distribution shall be to each Noteholder of record of such Series on the preceding Record Date based on such Noteholder’s pro rata share of the amounts payable thereto aggregate Principal Amount of the Notes of such Series held by such Noteholder; provided, however, that, the final principal payment due on a Note shall only be paid to the holder of a Note on due presentment of such Note for cancellation in accordance with the provisions of the Note.
(ic) by wire transfer Unless otherwise specified in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if Supplement, amounts distributable to a Noteholder has provided pursuant to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) this Section 5.1 shall be payable by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if Register, except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such Noteholder has not provided amounts shall be payable by wire instructions pursuant transfer of immediately available funds released by the Paying Agent from the Distribution Account no later than 2:00 p.m. (New York City time) for credit to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of account designated by such Note for cancellation in accordance with Clearing Agency or its nominee, as the provisions of the Note at the applicable Corporate Trust Officecase may be.
(bd) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, Supplement (i) all distributions to Noteholders of all Classes classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of will have the same alphanumerical designation; provided that, unless otherwise specified priority and (ii) in the applicable Series Supplement, in this Base Indenture or in event that on any applicable Class A-1 Note Purchase Agreement, all distributions date of determination the amount available to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed make payments to the Noteholders of any Class a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Notes pursuant Noteholders will receive its ratable share (based upon the aggregate amount due to the instructions such class of Noteholders) of the Co-Issuers whether set forth aggregate amount available to be distributed in a Quarterly Noteholders’ Report, Company Order or otherwiserespect of the Notes of such Series.
Appears in 1 contract
Samples: Base Indenture (Dollar Thrifty Automotive Group Inc)
Distributions in General. (a) Unless otherwise specified in the applicable HVIF Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the HVIF Noteholders of each Series of HVIF Notes of record on the preceding Record Date the amounts payable thereto (i) hereunder by wire transfer to such HVIF Noteholder in accordance with the instructions for such HVIF Noteholder appearing in the Note Register except that with respect to HVIF Notes registered in the name of a Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided on the Payment Date for credit to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date account designated by such Clearing Agency or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveits nominee, as applicable; provided that provided, however, that, the final principal payment due on a an HVIF Note shall only be paid upon to the HVIF Noteholder of a Definitive Note on due presentment and surrender of such Definitive Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust OfficeHVIF Note.
(b) Unless otherwise specified in the applicable HVIF Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, Supplement (i) all distributions to HVIF Noteholders of all Classes within a Series of HVIF Notes shall will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the HVIF Noteholders of a Series of HVIF Notes is not sufficient to pay all sums required to be made from amounts allocated in accordance with the Priority of Payments among paid to such HVIF Noteholders on such date, then each Class of Notes in alphanumerical order HVIF Noteholders will receive its ratable share (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each based upon the aggregate amount due to such Class of the same alphanumerical designation; provided thatHVIF Noteholders as determined by, unless otherwise specified in the applicable Series Supplementand set forth in, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect written instruction from HVIF to the distribution Trustee) of Collateral proceeds resulting from the exercise aggregate amount available to be distributed in respect of remedies upon an Event the HVIF Notes of Defaultsuch Series.
(c) Unless otherwise specified Notwithstanding anything herein or in any HVF Series Supplement, neither the Paying Agent nor the Trustee shall be obligated to pay or distribute any amounts on any Business Day unless the full amount of all relevant funds is received in the applicable Series SupplementAccount prior to 2:00 p.m., New York City time, on such Business Day. The Paying Agent or the Trustee Trustee, as applicable, shall use reasonably commercial business efforts to pay or distribute all any such amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth received after 2:00 p.m., New York City time, on such Business Day as soon as reasonable practicable following receipt in a Quarterly Noteholders’ Report, Company Order or otherwisefull thereof.
Appears in 1 contract
Samples: Base Indenture (Hertz Corp)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) All Notes issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “A”, together with any Subclasses or Tranches thereof, will be classified as “Class A Notes” or “Senior Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “B” through “L”, together with any Subclasses or Tranches thereof, will be classified as “Senior Subordinated Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “M” through “Z”, together with any Subclasses or Tranches thereof, will be classified as “Subordinated Notes” for all purposes under the Indenture. Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions payments of interest, principal (when due) and other amounts (when due) to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designationdesignation according to the amount then due and payable; provided provided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” and “Class-A-2-III Notes”) except to the extent otherwise specified in this Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an Optional Prepayment in whole or in party of one or more Tranches within such alphanumerical Class of Notes ahead of the remaining Tranches; provided, further, that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu and pro rata according to the amount then due and payable with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (A) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account and (B) in the case of Definitive Notes (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (iB)(i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” and “Class A-2-III Notes”) except to the extent otherwise specified in this Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an optional prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes independently of other Tranches; provided, further, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Notwithstanding any provision hereof or of the Series Supplement for any Series of Notes, prior to depositing any amounts on deposit in the Collection Account or the Group Collection Account for any Group into any Distribution Account, all amounts due and payable to the Trustee pursuant to Section 10.5 and under the Applicable Nominee Agreement for any Series of Notes (including all reasonable costs and expenses incurred by the Trustee related to the disposition of any Collateral or Group Specific Collateral for any Group), to the extent not already paid by CPF, shall be withdrawn from the Collection Account or the Group Collection Account for the relevant Group and paid to the Trustee. Unless otherwise specified in the Series Supplement for a Series of Notes, on each Distribution Date with respect to each Outstanding Series, after payment of the amounts described in the preceding sentence, (i) the Paying Agent shall deposit (in accordance with the Monthly Certificate delivered to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Group Collection Account for the relevant Group, in each case, allocable to Noteholders of such Series as interest and principal, and (ii) to the extent provided for in the Series Supplement for such Series of Notes, the Trustee shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series drawn in connection with such Distribution Date.
(b) Unless otherwise specified in the applicable Series SupplementSupplement for a Series of Notes, on each Quarterly Payment Distribution Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) hereunder by check mailed first-class postage prepaid or by wire (according to wiring instructions to be provided by such Noteholder) to such Noteholder at the address for such Noteholder appearing in the Note Register if Register, except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such Noteholder has not provided amounts shall be payable by wire instructions pursuant transfer of immediately available funds released by the Paying Agent from the applicable Series Account no later than noon (New York City time) on the Payment Date for credit to clause (i) abovethe account designated by such Clearing Agency or its nominee, as applicable; provided that provided, however, that, the final principal payment due on a Note shall only be paid upon to the Noteholder of a Note on due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust OfficeNote.
(bc) Unless otherwise specified in the applicable Series SupplementSupplement for a Series of Notes, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, (i) all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of will have the same alphanumerical designation; provided that, unless otherwise specified priority and (ii) in the applicable Series Supplement, in this Base Indenture or in event that on any applicable Class A-1 Note Purchase Agreement, all distributions date of determination the amount available to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed make payments to the Noteholders of any a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Class of Notes pursuant Noteholders will receive its ratable share (based upon the aggregate amount due to the instructions such Class of Noteholders) of the Co-Issuers whether set forth aggregate amount available to be distributed in a Quarterly Noteholders’ Report, Company Order or otherwiserespect of the Notes of such Series.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series SupplementSupplement for such Series, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series Series, Class, Subclass or Tranche, as applicable, of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series SupplementSupplement for such Series, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided thatprovided, however, that any roman numeral denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority, i.e. “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” except to the extent specified in this Base Indenture, the Series Supplement for such Series or the related Variable Funding Note Purchase Agreement; provided, further, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral Securitized Assets proceeds resulting from the exercise of remedies upon an Event of Default. The use of Subclass designations or Tranche designations or other designations to differentiate Note characteristics within a Class shall not alter priority or the requirement to pay among the Class pro rata unless expressly provided for in the Series Supplement for the Series that includes such Class.
(c) Unless otherwise specified in the applicable Series SupplementSupplement for such Series, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall will be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-1, X-0A-2, X-0B-1, X-0 B-2 and not X-0A-1, X-0B-1, X-0A-2, B-2) and pro rata among Holders holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall will be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportMonthly Manager's Certificate, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Sonic Corp)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveDate; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Amendment No. 9 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series Series, Class, Subclass or Tranche, as applicable, of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided thatprovided, however, that any roman numeral denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority, i.e. “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” except to the extent specified in this Base Indenture, the related Series Supplement or the related Variable Funding Note Purchase Agreement; provided, further, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral Securitized Assets proceeds resulting from the exercise of remedies upon an Event of Default. The use of Subclass designations or Tranche designations or other designations to differentiate Note characteristics within a Class shall not alter priority or the requirement to pay among the Class pro rata unless expressly provided for in the applicable Series Supplement.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders holders of Notes within each Class or Tranche of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Noteholder’s Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (A) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account and (B) in the case of Definitive Notes (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (iB)(i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes”) except to the extent otherwise specified in this Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an optional prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes independently of other Tranches; provided, further, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (iA) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account and (B) in the case of Definitive Notes by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveDate; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-1, X-0A-2, X-0B-1, X-0 B-2 and not X-0A-1, X-0B-1, X-0A-2, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided thatthat any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes”) except to the extent otherwise specified in this Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an optional prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes independently of other Tranches; provided, further, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto thereto. With respect to Class A Notes held in the form of Book-Entry Notes, payment will be made by wire transfer in immediately available funds released by the Paying Agent from the Collection Account no later than 12:30 p.m. (New York City time) to DTC or its nominee, as the registered owner thereof, for further credit by DTC to the accounts of the holders thereof. With respect to Class A Notes held in the form of Definitive Notes, payment will be made (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Collection Account no later than 12:30 p.m. (New York City time) if a Noteholder holds at least $100 million aggregate principal amount of Class A Notes and has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note held in the form of a Definitive Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all All distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each on a pro rata basis as between the Class of A Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2A-3 shall share payments on a pro-rata basis) and pro rata among Holders holders of Notes within each Class of the same alphanumerical alphabetical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all . All distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of DefaultDefault or a Lessee Payment Default Rapid Am Event.
(c) Unless otherwise specified in the applicable Series Supplement, the The Trustee shall distribute all amounts owed to the Noteholders of any Class Series of Notes pursuant to the instructions of the Co-Issuers (or the Manager on their behalf) whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (SPRINT Corp)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment DateDistribution Date with respect to each Outstanding Series, (i) the Trustee or the Paying Agent shall pay deposit (in accordance with the Monthly Noteholders' Statement delivered to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Group III Collection Account or Group-Specific Collection Account, as applicable, allocable to Noteholders of such Series as interest and, if applicable, principal, and (ii) to the extent provided for in the applicable Series Supplement, the Trustee shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series drawn in connection with such Distribution Date.
(b) Unless otherwise specified in the applicable Series Supplement, on each Distribution Date, the Trustee or the Paying Agent shall distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all principal and interest due on such Series on such Distribution Date. Such distribution shall be to each Noteholder of record of such Series on the preceding Record Date based on such Noteholder's PRO RATA share of the amounts payable thereto aggregate principal amount of the Notes of such Series held by such Noteholder; PROVIDED, HOWEVER, that, the final principal payment due on a Note shall only be paid to the holder of a Note on due presentment of such Note for cancellation in accordance with the provisions of the Note.
(ic) by wire transfer Unless otherwise specified in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if Supplement, amounts distributable to a Noteholder has provided pursuant to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) this SECTION 6.1 shall be payable by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such Noteholder has not provided amounts shall be payable by wire instructions pursuant transfer of immediately available funds released by the Trustee or the Paying Agent from the Distribution Account no later than 10:00 am. (New York City time) for credit to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of account designated by such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust OfficeClearing Agency or its nominee, as applicable.
(bd) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, Supplement (i) all distributions to Noteholders of all Classes classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of will have the same alphanumerical designation; provided that, unless otherwise specified priority and (ii) in the applicable Series Supplement, in this Base Indenture or in event that on any applicable Class A-1 Note Purchase Agreement, all distributions date of determination the amount available to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed make payments to the Noteholders of any Class a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Noteholders will receive its ratable share (based upon the aggregate amount due to such class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series.
(e) All distributions in respect of Notes represented by a Temporary Global Note will be made only with respect to that portion of the Temporary Global Note in respect of which Euroclear or Clearstream shall have delivered to the Trustee a certificate or certificates substantially in the form of Exhibit B. The delivery to the Trustee by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by ARG II and the Trustee as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the instructions terms of this Indenture and the Co-Issuers whether set forth in Temporary Global Note. No payments of interest will be made on a Quarterly Noteholders’ Report, Company Order or otherwiseTemporary Global Note after a Permanent Global Note has been issued.
Appears in 1 contract
Samples: Base Indenture (Anc Rental Corp)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (iA) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account and (B) in the case of Definitive Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveDate; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates.
(b) All Notes issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “A”, together with any Subclasses or Tranches thereof, will be classified as “Class A Notes” or “Senior Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “B” through “L”, together with any Subclasses or Tranches thereof, will be classified as “Senior Subordinated Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “M” through “Z”, together with any Subclasses or Tranches thereof, will be classified as “Subordinated Notes” for all purposes under the Indenture. Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions payments of interest, principal (when due) and other amounts (when due) to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-1, X-0A-2, X-0B-1, X-0 B-2 and not X-0A-1, X-0B-1, X-0A-2, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designationdesignation according to the amount then due and payable; provided provided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” and “Class-A-2-III Notes”) except to the extent otherwise specified in this Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an Optional Prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes ahead of the remaining Tranches; provided, further, that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu and pro rata according to the amount then due and payable with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series Series, Class, Subclass or Tranche, as applicable, of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveDate; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee, the Control Party, the Back-Up Manager and their Affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided thatprovided, however, that any roman numeral denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority, i.e. “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” except to the extent specified in this Base Indenture, the related Series Supplement or the related Variable Funding Note Purchase Agreement; provided, further, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral Securitized Assets proceeds resulting from the exercise of remedies upon an Event of Default. The use of Subclass designations or Tranche designations or other designations to differentiate Note characteristics within a Class shall not alter priority or the requirement to pay among the Class pro rata unless expressly provided for in the applicable Series Supplement.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveDate; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-1, X-0A-2, X-0B-1, X-0 B-2 and not X-0A-1, X-0B-1, X-0A-2, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Amendment No. 11 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (A) in the case of Book-Entry Notes, by wire transfer in immediately available funds released by the Paying Agent from the applicable Indenture Trust Account and (B) in the case of Definitive Notes (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Indenture Trust Account no later than 12:30 p.m. (New York City time) on such Quarterly Payment Date if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (iB)(i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates.
(b) Unless otherwise specified in the applicable Series Supplement, Supplement or in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-0, X-0, X-0, X-0 and not X-0A-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes”) except to the extent otherwise specified in this Base Indenture or the related Series Supplement, including in connection with an optional prepayment in whole or in part of one or more Tranches within such alphanumerical Class of Notes independently of other Tranches; provided, further, that unless otherwise specified in the applicable Series SupplementSupplement or, in this Base Indenture or in any applicable Class A-1 Note Purchase AgreementIndenture, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, Agreement (i) all distributions to Noteholders of all Classes within a Series of Notes will have the same priority, (ii) in the event that on any date of determination the amount available to make payments to the Noteholders of a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Class of Noteholders will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series and (iii) in the event that on any date of determination the amount available to make payments to the Noteholders of any Class of any Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Noteholder of such Class of such Series will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of such Class of such Series. For the avoidance of doubt, to the extent that the Base Indenture requires a distribution to be made in order of “alphanumerical designation” and a Class of Notes has been designated with both a letter and a number, in determining the order for such distribution, distributions shall be made from amounts allocated in accordance with regard first to all Classes with the Priority of Payments among each Class of Notes same letter in alphanumerical alphabetical order and within such Classes with regard to the number in numerical order (i.e., i.e. X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of DefaultX-0).
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportMonthly Servicer’s Certificate, a Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Sonic Corp)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveDate; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral Securitized Assets proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Wendy's Co)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, Agreement (i) all distributions to Noteholders of all Classes within a Series of Notes will have the same priority, (ii) in the event that on any date of determination the amount available to make payments to the Noteholders of a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Class of Noteholders will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series and (iii) in the event that on any date of determination the amount available to make payments to the Noteholders of any Class of any Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Noteholder of such Class of such Series will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of such Class of such Series. For the avoidance of doubt, to the extent that the Base Indenture requires a distribution to be made in order of “alphanumerical designation” and a Class of Notes has been designated with both a letter and a number, in determining the order for such distribution, distributions shall be made from amounts allocated in accordance with regard first to all Classes with the Priority of Payments among each Class of Notes same letter in alphanumerical alphabetical order and within such Classes with regard to the number in numerical order (i.e., i.e. X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of DefaultX-0).
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportServicer’s Certificate, a Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series SupplementSupplement or in this Base Indenture, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, Supplement or in this Base Indenture (including Section 10.12), and except to the limited extent described below,
(i) on each Payment Date, the Co-Issuers will make payments of interest, make-whole amount and any other amount other than payments of principal on the Notes in the following order of priority:
(A) first, on each Class of Senior Notes, pro rata according to the amount of interest payable on each Class of Senior Notes until paid in full, and
(B) second, on each Class of Subordinated Notes sequentially in alphanumerical order until paid in full (for which purpose each Class of Subordinated Notes bearing the same alphanumerical designation will be paid pro rata according to the amount of interest, make-whole or in any applicable such other amount payable on each of such Classes of Subordinated Notes); provided, that the Additional Interest Amount, if any, payable on each Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall Outstanding will be made from amounts allocated paid on a subordinated basis in accordance with the Priority of Payments among on each Payment Date (which with respect to the Additional Interest Amount payable at each priority level in the Priority of Payments will be allocated to each of the applicable Classes of Notes Outstanding in the order of priority described in clauses (A) and (B) of this subclause (b)(i).
(ii) On each Payment Date, the Co-Issuers will make mandatory prepayments of principal, if any, in connection with Series 2007-1 Monthly Aggregate Extension Prepayment Amounts, any Indemnification Amount, any Asset Disposition Prepayment Amount, any Insurance Proceeds Amount, any Subordinated Notes Principal Amortization Amounts, a Rapid Amortization Event or a Partial Amortization Event in the following order of priority:
(A) if no Rapid Amortization Event and no Partial Amortization Event has occurred,
(1) first, on the Class A-2-I Notes of all Series of Notes Outstanding until paid in full,
(2) second, on the Class A-2-II Notes of all Series of Notes Outstanding until paid in full,
(3) third, on the Class A-1 Notes of all Series of Notes Outstanding until paid in full; provided, that any payment of principal of any Class A-1 L/C Notes of any Series of Notes pursuant to this clause third may require the deposit of the Cash Collateral with the applicable L/C Provider in connection with the Collateralized Letters of Credit, all in accordance with the terms set forth in the final two provisos of Section 11.1(e) above, and
(4) fourth, on each Class of Subordinated Notes of each Series of Notes Outstanding sequentially in alphanumerical order;
(B) if either a Rapid Amortization Event that is potentially subject to the one-time Series 2007-1 Rapid Amortization Cure Right or a Partial Amortization Event has occurred,
(1) first, on the Class A-2 Notes of all Series of Notes Outstanding until paid in full,
(2) second, on the Class A-1 Notes of all Series of Notes Outstanding until paid in full; provided, that any payment of principal of any Class A-1 L/C Notes of any Series of Notes pursuant to this clause second may require the deposit of the Cash Collateral with the applicable L/C Provider in connection with the Collateralized Letters of Credit, all in accordance with the terms set forth in the final two provisos of Section 11.1(e) above, and
(3) third, on each Class of Subordinated Notes of each Series of Notes Outstanding sequentially in alphanumerical order; provided, that principal to be paid pursuant to a series specific Partial Amortization Event will be allocable only to the relevant Series;
(C) if a Rapid Amortization Event that is not potentially subject to the one-time Series 2007-1 Rapid Amortization Cure Right has occurred,
(1) first, on the Class A-1 Notes of all Series of Notes Outstanding until paid in full; provided, that any payment of principal of any Class A-1 L/C Notes of any Series of Notes pursuant to this clause first may require the deposit of the Cash Collateral with the applicable L/C Provider in connection with the Collateralized Letters of Credit, all in accordance with the terms set forth in the final two provisos of Section 11.1(e) above,
(2) second, on the Class A-2 Notes of all Series of Notes Outstanding until paid in full, and
(3) third, on each Class of Subordinated Notes of each Series of Notes Outstanding sequentially in alphanumerical order;
(D) if the Aggregate Controlling Party has directed the Indenture Trustee to liquidate the Indenture Collateral following the occurrence of an Event of Default and an acceleration of the Notes,
(1) first, to all Classes of Senior Notes of all Series of Notes Outstanding pro rata based on the Aggregate Outstanding Principal Amount until paid in full; provided, that any payment of principal of any Class A-1 L/C Notes of any Series of Notes pursuant to this clause first may require the deposit of the Cash Collateral with the applicable L/C Provider in connection with the Collateralized Letters of Credit, all in accordance with the terms set forth in the final two provisos of Section 11.1(e) above, and
(2) second, to each Class of Subordinated Notes of all Series of Notes Outstanding sequentially in alphanumerical order.
(iii) Payments of principal on each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and of all Series of Notes Outstanding at each priority level described above will be paid pro rata among Holders according to the Aggregate Outstanding Principal Amount of Notes within each Class of Notes Outstanding.
(iv) Notwithstanding the same foregoing, the Co-Issuers may apply an equity contribution made by Xxxxxxxx’x International to Applebee’s Holdings for contribution to the Master Issuer to optionally prepay in whole or in part one or more Classes of Notes without regard to the alphanumerical designationdesignation of such Class or Classes of Notes in an Optional Prepayment on any Optional Prepayment Date; provided thatprovided, that any Optional Prepayment of Series 2007-1 Subordinated Notes prior to the payment in full of Senior Notes will require satisfaction of such conditions described in Section 4.7(e) of the Series 2007-1 Supplement.
(v) If a Class of Senior Notes has multiple sub-classes, unless otherwise specified in the applicable related Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be sub-classes will rank pari passu with each other for purposes of all payments thereon but may earn different stated rates of interest, all or just individual subclasses may or may not be insured with respect to the distribution amounts of Collateral proceeds resulting from principal and interest owed there by different Insurers, if any, and even if insured, such sub-classes may be insured by different Insurers that will be severally and not jointly liable for their obligations to the exercise Holders of remedies upon the related sub-Class of Senior Notes. Payments of interest on each sub-class of a Class of Senior Notes will be paid pro rata according to the aggregate amount of interest due (or such other amount payable) on each sub-class on each Payment Date. For the avoidance of doubt, the Series 2007-1 Class A-2-II-A Notes (issued in accordance with the applicable Insurance Policy) and the Series 2007-1 Class A-2-II-X Notes (which are not insured by any Insurer) will rank pari passu with each other for purposes of all payments thereon but each sub-class may earn a separate rate of interest.
(vi) All Notes issued under the Indenture that are part of a Class with an Event alphanumerical designation that contains the letter “A” together with any subclasses thereof will be classified as “Senior Notes” for all purposes under the Indenture. All Notes issued under the Indenture that are part of Defaulta Class with an alphanumerical designation that does not contain the letter “A” will be classified as “Subordinated Notes” for all purposes under the Indenture.
(c) Unless otherwise specified in the applicable Series Supplement, the Indenture Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportServicer’s Certificate, a Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Ihop Corp)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender (or deregistration) of such Note for cancellation (or de-registration) in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) All Notes issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “A”, together with any Subclasses or Tranches thereof, will be classified as “Class A Notes” or “Senior Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “B” through “L”, together with any Subclasses or Tranches thereof, will be classified as “Senior Subordinated Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “M” through “Z”, together with any Subclasses or Tranches thereof, will be classified as “Subordinated Notes” for all purposes under the Indenture. Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions payments of interest, principal (when due) and other amounts (when due) to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0A-0, X-0, X-0, X-0 and not X-0A-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designationdesignation according to the amount then due and payable; provided provided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” and “Class-A-2-III Notes”) except to the extent otherwise specified in the Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an Optional Prepayment in whole or in party of one or more Tranches within such alphanumerical Class of Notes ahead of the remaining Tranches; provided, further, that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu and pro rata according to the amount then due and payable with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
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Samples: Base Indenture (Yum Brands Inc)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportManager’s Certificate, Company Order or otherwise.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Distributions in General. (a) Notwithstanding any provision hereof or of any Supplement, prior to depositing any amounts on deposit in the Collection Account into any Distribution Account, all amounts due and payable to the Trustee pursuant to Section 10.5 and Section 10.11 and under the Vehicle Title and Lienholder Nominee Agreements (including all costs and expenses incurred by the Trustee related to the disposition of any Collateral), to the extent not already paid by CRCF, shall be withdrawn from the Collection Account and paid to the Trustee. Unless otherwise specified in the applicable Supplement, on each Distribution Date with respect to each Outstanding Series, after payment of the amounts described in the preceding sentence, (i) the Paying Agent shall deposit (in accordance with the Monthly Certificate delivered to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Collection Account allocable to Noteholders of such Series as interest and, if during an Amortization Period, principal, and (ii) to the extent provided for in the applicable Supplement, the Trustee shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series drawn in connection with such Distribution Date.
(b) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Distribution Date, the Paying Agent shall pay distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all principal and interest due on such Series on such Distribution Date in accordance with the Monthly Certificate delivered to the Trustee. Such distribution shall be to each Noteholder of record of such Series on the preceding Record Date based on such Noteholder’s pro rata share of the amounts payable thereto (i) aggregate principal amount of the Notes of such Series held by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) aboveNoteholder; provided that provided, however, that, the final principal payment due on a Note shall only be paid upon to the holder of a Note on due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation; provided that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of DefaultNote.
(c) Unless otherwise specified in the applicable Series Supplement, amounts distributable to a Noteholder pursuant to this Section 6.1 shall be payable by wire transfer of immediately available funds released by the Trustee shall distribute Paying Agent from the Distribution Account no later than 12:00 noon (New York City time) for credit to the account designated by such Noteholder.
(d) Unless otherwise specified in the applicable Supplement, (i) all amounts owed distributions to Noteholders of all classes within a Series of Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Noteholders of any Class a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Noteholders will receive its ratable share (based upon the aggregate amount due to such class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series.
(e) All distributions in respect of Notes represented by a Temporary Global Note will be made only with respect to that portion of the Temporary Global Note in respect of which Euroclear or Clearstream shall have delivered to the Trustee a certificate or certificates substantially in the form of Exhibit B. The delivery to the Trustee by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by CRCF and the Trustee as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the instructions terms of this Indenture and the Co-Issuers whether set forth in Temporary Global Note. No payments of interest will be made on a Quarterly Noteholders’ Report, Company Order or otherwiseTemporary Global Note after the Exchange Date therefor.
Appears in 1 contract
Samples: Base Indenture (Cendant Corp)
Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders holders of Notes within each Class of the same alphanumerical designation; provided thatprovided, however, that unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default.
(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Quarterly Noteholders’ ReportCertificate, Company Order or otherwise.
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