Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.019% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annum; (4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (7) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes and, second, principal on the Class B Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full; (8) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full; (9) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (10) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and (11) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(d)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or extent not previously reimbursed, to the Backup Advancing Agent Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (if c) third, to the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture), (d) and (c) thirdfourth, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent that such payment would not result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that or if the Backup Advancing Agent has not failed to make any Interest Advance required to be made by the Advancing Agent in respect of any such Payment Date pursuant to the terms of this Indenture), the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fees, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.0145% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 $25,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, Agent and (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (ed) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.100.065% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annumBalance;
(4) to the payment of the Loan Obligation Manager Senior Collateral Management Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Senior Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager)Management Fees;
(5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Hedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination (in whole or in part) of any Hedge Agreement (including any interest that may accrue thereon), other than by reason of an Event of Default (as defined in the related Hedge Agreement) or Termination Event (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, with respect to which the Hedge Counterparty is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement);
(6) to the pro rata payment of (a) the Class A A-1A Interest Distribution Amount, plus, any Class A A-1A Defaulted Interest Amount and the Class A-1AR Interest Distribution Amount, plus, any Class A-1AR Defaulted Interest Amount and (b) the Class A-1AR Commitment Fee;
(7) to the payment of the Class A-2 Interest Distribution Amount, plus, any Class A-2 Defaulted Interest Amount;
(6) 8) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(79) if either as long as any of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes and, second, principal on or the Class B Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(8) on each Payment Date following the occurrence of a Rating Confirmation Failureare Outstanding, to the payment of principal the following amounts:
(a) in the event that the Class A-1 Notes become due and payable (x) as a result of each Class an acceleration following an Event of NotesDefault, (iy) firstpursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class A-1 Notes, to the payment in full of principal of the Class A A-1A Notes and (ii) second, to the Class B A-1AR Notes, in each case until the rating assigned pro rata, based on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in fullA-1A/A-1AR Pro Rata Allocation;
(9) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(10) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(11) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.022% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S.$10,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodian, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (xi) 0.100.1% per annum of the Aggregate Collateral Balance and (yii) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(8) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(9) if either of the Note Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes andNotes, (ii) second, principal on the Class B Notes, (iii) third, principal on the Class C Notes and (iv) fourth, principal on the Class D Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes, Class C Notes and Class B D Notes have been paid in full;
(8) 10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes, (iii) third, to the Class C Notes and (iv) fourth, to the Class D Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(911) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(12) to the payment of the Class E Deferred Interest (if any);
(13) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1014) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1115) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments payment of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.023% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S.$10,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (xi) 0.10% per annum of the Aggregate Collateral Balance and (yii) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(8) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes andNotes, second, principal on the Class B Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(8) 9) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1011) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or extent not previously reimbursed, to the Backup Advancing Agent Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (if c) third, to the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this the Indenture), (d) and (c) thirdfourth, to the Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Debt Security and not to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Trustee, in its capacity as Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that or if the Backup Advancing Agent has not failed to make any Interest Advance required to be made by the Advancing Agent in respect of any Payment such Distribution Date pursuant to the terms of this Indenture), the Advancing Agent Fee otherwise payable to the Advancing Agent on such Distribution Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.0072% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S. $25,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, Agent and (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (ed) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.100.05% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annumBalance;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes and, second, principal on the Class B Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(8) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(9) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(10) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(11) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Gramercy Capital Corp)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.022% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S.$10,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodian, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (xi) 0.100.1% per annum of the Aggregate Collateral Balance and (yii) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class A-S Interest Distribution Amount, plus, any Class A-S Defaulted Interest Amount;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(78) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(10) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes andNotes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes and (v) fifth, principal on the Class D Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class A-S Notes, Class B Notes, Class C Notes and Class B D Notes have been paid in full;
(8) 11) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes and (v) fifth, to the Class D Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(912) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(13) to the payment of the Class E Deferred Interest (if any);
(14) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1015) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1116) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.022% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S.$10,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (xi) 0.100.1% per annum of the Aggregate Collateral Balance and (yii) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(8) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes andNotes, second, principal on the Class B Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(8) 9) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1011) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Class A Loans or the Notes as a result of due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes of the Issuer owing to a taxing authority, but for the avoidance of doubt, not including any (x) income (or similar) taxes, (y) imputed underpayment assessed under Section 6225 of the Code or (z) liability under Section 1446 of the Code, in each case, any similar provision of state, local or non-U.S. law, or any penalties or interest assessed in connection with such amount and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, ; (b) second, to the Advancing Agent (or to the Backup Advancing Agent (if or the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereofTrustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or Backup Advancing Agentthe Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) ); and (c) third, to the Trustee, the Backup Advancing Agent and the Backup Advancing Agent, (i) in that order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agentpayment to the Note Administrator, the Backup Advancing Loan Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its their services equal to, in the aggregate, $7,350 per month, and to the greater of (i) 0.019% per annum of Note Administrator, the Aggregate Collateral Balance and (ii) U.S.$7,500 per annumAdditional Note Administrator Compensation, (cb) thirdsecond, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Collateral AdministratorCustodian, the Custodial Securities Intermediary, Loan Agent and the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, aggregate of all such amounts reimbursed in this clause (db) fourth, not to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) exceed $250,000 per Expense Year and (ec) fifththird, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses this clause (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the per Expense Account) Year not to exceed the greater of (xi) 0.10% per annum of the Aggregate Collateral Outstanding Portfolio Balance and (yii) U.S.$125,000 $125,000 per annum;
(4) to the payment of the Loan Obligation Collateral Manager Fee and any previously due but unpaid Loan Obligation Collateral Manager Fees Fee (but only in if not waived by the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if a Market Trigger has occurred and is continuing as of the Determination Date related to such Payment Date, then, to the extent such Market Trigger would not be cured by the application of Principal Proceeds pursuant to Section 11.1(a)(ii), 100% of remaining Interest Proceeds to the payment of principal on the Class A Loans until the Market Trigger has been cured or, if sooner, until the Class A Loans have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(78) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(10) if either of the Note Debt Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes andLoans, (ii) second, principal on the Class B Notes, (iii) third, principal on the Class C Notes and (iv) fourth, principal on the Class D Notes, in each case to the extent necessary to cause each of the Note Debt Protection Tests to be satisfied or, if sooner, until the Class A Loans, the Class B Notes, the Class C Notes and the Class B D Notes have been paid in full;
(8) on each Payment Date following the occurrence of a Rating Confirmation Failure, 11) to the payment of principal of each Class of Notes, (i) first, to the Class E Interest Distribution Amount, plus, if no Class A Notes and (ii) secondLoans, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of C Notes has been reinstated or such Class has been paid in fullD Notes are outstanding, any Class E Defaulted Interest Amount;
(912) to the payment of any Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);
(13) to the payment of the Class F Interest Distribution Amount, plus, if no Class A Loans, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding, any Class F Defaulted Interest Amount;
(14) to the payment of any Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes);
(15) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(10) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1116) any remaining Interest Proceeds to be released from paid to the lien of this Indenture and paid (upon standing order Holders of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency AgreementClass G Notes.
Appears in 1 contract
Samples: Indenture and Security Agreement (Lument Finance Trust, Inc.)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, party and (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.019% U.S.$3,500 per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 per annummonth, (cb) thirdsecond, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (dc) fourththird, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations Mortgage Loans in accordance with the terms of the Servicing Agreement) and (ed) fifthfourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (ed) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Collateral Manager Fee and any previously due but unpaid Loan Obligation Collateral Manager Fees (but only in the event that Arbor Realty Collateral ManagementDivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Loan Obligation Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(78) to the payment of the Class B Capitalized Interest (if any);
(9) if either of the Note Protection Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment ofof principal of each Class of Notes, (i) first, principal on to the Class A Notes and, and (ii) second, principal on to the Class B Notes, in each case Notes to the extent necessary to cause each of the Note Protection Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(8) 10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(911) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1012) upon direction of the Loan Obligation Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 U.S.$50,000 in respect of such Payment Date; and;
(1113) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.02% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 $6,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 $125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes and, second, principal on the Class B Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(8) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(9) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(109) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 $100,000 in respect of such Payment Date; and
(1110) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.022% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S.$10,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (xi) 0.100.1% per annum of the Aggregate Collateral Balance and (yii) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(8) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes andNotes, second, principal on the Class B Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(8) 9) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1011) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.022% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S.$10,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodian, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (xi) 0.100.1% per annum of the Aggregate Collateral Balance and (yii) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(8) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes andNotes, second, principal on the Class B Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(8) 9) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1011) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing AgentTrustee, in its capacity as backup advancing agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the extent not previously reimbursed, to the Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent, the Advancing Agent or Fee and any previously due but unpaid Advancing Agent Fee (provided that the Advancing Agent has not failed to make any Interest Advance required to be made in respect of such Payment Date pursuant to the terms of this Indenture), (d) fourth, to the payment to the Trustee, as backup advancing agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date such distribution date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such distribution date) and any previously due but unpaid Backup Advancing Agent Fee; (ce) thirdfifth, to the Advancing Agent and the Backup Advancing AgentTrustee, in its capacity as backup advancing agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not Advances, but (in the case of this clause (ii)) only to exceed the extent of the applicable proceeds in respect of the Collateral Obligation in respect of which such Interest Advance was made and not in an amount that would result in an Interest Shortfall with respect to such Payment Date and (f) sixth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Obligation in respect of which such Cure Advance was made and not in an amount that would result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.006% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S. $25,000 per annum, (b) second, to the payment to the Trustee or any successor Back-up Servicer, as Back-up Servicer, and to the Trustee or any successor CLO Servicer, as successor CLO Servicer, of any servicing or backup servicing fees and any previously due but unpaid servicing or backup servicing fees, which are explicitly directed under the terms of the Servicing Agreement, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent Owner Trustee and the Calculation Agent, Agent and (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (ed) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.100.065% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annumBalance;
(4) to the payment of the Loan Obligation Manager Senior Collateral Management Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Senior Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager)Management Fees;
(5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Net Trust Hedge Payments) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement (including any interest that may accrue thereon) other than by reason of an event of default or termination event under the related Hedge Agreement (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, with respect to which the Hedge Counterparty is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement); provided, however, that on each Payment Date any Hedge Breakage Costs payable pursuant to this clause (5) shall not exceed $2,000,000 in an aggregate amount;
(6) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount, and the Class A-1R Commitment Fee as described in Section 11.1(g);
(67) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; ;
(7) if either 8) as long as any of the Note Protection Tests Class A Notes or the Class B Notes are not satisfied as of the Determination Date relating to such Payment Dateoutstanding, to the payment of, first, principal on of the following amounts:
(a) in the event that the Class A Notes andbecome due and payable (x) as a result of an acceleration following an Event of Default, second(y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class A Notes, to the payment in full of principal on of the Class A Notes as described in Section 11.1(g);
(b) in the event that the Class B Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class B Notes, to the payment in each case full of principal of, first, the Class A Notes as described in Section 11.1(g) and, second, the Class B Notes; or
(c) in the event of a Mandatory Redemption of the Class A Notes and the Class B Notes, first, to the payment of principal of the Class A Notes as described below in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit and third, to the payment of principal of the Class B Notes, to the extent necessary to cause each of the Note Protection Class A/B Coverage Tests to be satisfied or(after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i));
(9) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(10) to the payment of the Class C Capitalized Interest (if soonerany);
(11) to the payment of the Class D Interest Distribution Amount, until plus, any Class D Defaulted Interest Amount;
(12) to the payment of the Class D Capitalized Interest (if any);
(13) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(14) to the payment of the Class E Capitalized Interest (if any);
(15) as long as any of the Class C Notes, the Class D Notes or the Class E Notes are outstanding, to the payment of the following amounts:
(a) in the event that the Class C Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class C Notes, to the payment in full of principal of first, the Class A Notes and as described in Section 11.1(g), second, the Class B Notes have been paid in fulland third, the Class C Notes;
(8) b) in the event that the Class D Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class D Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes and fourth, the Class D Notes;
(c) in the event that the Class E Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class E Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes and fifth, the Class E Notes; or
(d) in the event of a Mandatory Redemption of the Class C Notes, the Class D Notes and the Class E Notes, first, to the payment of principal of the Class A Notes as described in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes and sixth, to the payment of principal of the Class E Notes, to the extent necessary to cause each of the Class C/D/E Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on each such Payment Date pursuant to this Section 11.1(a)(i));
(16) to the payment of the Class F Interest Distribution Amount, plus, any Class F Defaulted Interest Amount;
(17) to the payment of the Class F Capitalized Interest (if any);
(18) to the payment of the Class G Interest Distribution Amount, plus, any Class G Defaulted Interest Amount;
(19) to the payment of the Class G Capitalized Interest (if any);
(20) to the payment of the Class H Interest Distribution Amount, plus, any Class H Defaulted Interest Amount;
(21) to the payment of the Class H Capitalized Interest (if any);
(22) as long as any of the Class F Notes, Class G Notes or Class H Notes are outstanding, to the payment of the following amounts:
(a) in the event that the Class F Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class F Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes and sixth, the Class F Notes;
(b) in the event that the Class G Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class G Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes and seventh, the Class G Notes;
(c) in the event that the Class H Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class H Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes, seventh, the Class G Notes and eighth, the Class H Notes; or
(d) in the event of a Mandatory Redemption of the Class F Notes, the Class G Notes and the Class H Notes, first, to the payment of principal of the Class A Notes as described in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes, sixth, to the payment of principal of the Class E Notes, seventh, to the payment of principal of the Class F Notes, eighth, to the payment of principal of the Class G Notes and ninth, to the payment of principal of the Class H Notes, to the extent necessary to cause the Class F/G/H Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i));
(23) to the payment of the Class J Interest Distribution Amount, plus, any Class J Defaulted Interest Amount;
(24) to the payment of the Class J Capitalized Interest (if any);
(25) as long as any of the Class J Notes are outstanding, to the payment of the following amounts: in the event that the Class J Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class J Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes, seventh, the Class G Notes, eighth, the Class H Notes and ninth, the Class J Notes;
(26) to the Reserve Fund Account, until the amount therein equals the Required Reserve Amount;
(27) on the first Payment Date following the occurrence of a Rating Confirmation Failure, to the extent that application of any unused proceeds remaining in deposit on the Unused Proceeds Account is insufficient to cause the ratings assigned to each Class of Notes to be reinstated or any affected Class to be paid in full, to the payment of principal of each Class of the following Classes of Notes, : (i) first, to the Class A Notes as described in Section 11.1(g) (and any Required Class A-1R Suspense Account Deposit, to the Suspense Account), (ii) second, to the Class B Notes, (iii) third, to the Class C Notes, (iv) fourth, to the Class D Notes, (v) fifth, to the Class E Notes, (vi) sixth, to the Class F Notes, (vii) seventh, to the Class G Notes, (viii) eighth, to the Class H Notes, (ix) ninth, to the Class J Notes and (x) tenth, to the Class K Notes, in each case until the rating ratings assigned on the Closing Date to each such Class of Notes has have been reinstated or such Class has been paid in full;
(928) to the holder of the Class A-1R Notes, any accrued and unpaid Class A-1R Breakage Costs;
(29) to the payment of the Subordinate Collateral Management Fee and any accrued and unpaid Subordinate Collateral Management Fee;
(30) to the payment of any taxes, filing fees and Company Administrative Expenses not paid pursuant to clause paragraphs (1) and (3) above in the order specified therein;
(1031) upon direction of to the Loan Obligation ManagerHedge Counterparties, for deposit into any unpaid Hedge Breakage Costs, together with interest accrued thereon; and
(32) if a Liquidity Test Failure or a Future Funding Failure has occurred and is continuing, to the Expense Liquidity Suspense Account in an amount not (x) necessary to exceed U.S.$100,000 in respect of cause such Payment Date; and
Liquidity Test Failure to be cured and/or (11y) up to the Future Funding Failure Amount, any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent Owner Trustee for deposit into the Preferred Share Certificate Distribution Account for distribution to the Holder of the Preferred Shares Certificateholder as payments of the Preferred Shares Certificate Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.Amount;
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if extent not previously reimbursed, to the Advancing Agent has failed Agent, the aggregate amount of any Nonrecoverable Cure Advance due and payable to make any Interest Advance required to be made by the Advancing Agent pursuant Agent, (c) third, to the terms hereof)Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture), (d) and (c) thirdfourth, to the Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Advancing Agent, reimbursement of any outstanding Cure Advance (but only to the extent that such payment would not result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Trustee, in its capacity as Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that or if the Backup Advancing Agent has not failed to make any Interest Advance required to be made by the Advancing Agent in respect of any such Payment Date pursuant to the terms of this Indenture), the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.0190.01% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 U.S. $25,000 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, Agent and (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (ed) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.100.05% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annumBalance;
(4) to the payment of the Loan Obligation Manager Senior Collateral Management Fee and any previously due but unpaid Loan Obligation Manager Fees Senior Collateral Management Fees;
(but only 5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Hedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination (in whole or in part) of any Hedge Agreement (including any interest that may accrue thereon), other than by reason of an Event of Default (as defined in the event that Arbor Realty Collateral Managementrelated Hedge Agreement) or Termination Event (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, LLC with respect to which the Hedge Counterparty is the Defaulting Party or an affiliate thereof is not acting the sole Affected Party (as Loan Obligation Managerdefined in the related Hedge Agreement);
(56) to the payment of the Class A A-1 Interest Distribution Amount, plus, any Class A A-1 Defaulted Interest Amount;
(67) to the payment of the Class A-2 Interest Distribution Amount, plus, any Class A-2 Defaulted Interest Amount;
(8) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(79) if either as long as any of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes and, second, principal on or the Class B Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(8) on each Payment Date following the occurrence of a Rating Confirmation Failureare outstanding, to the payment of principal the following amounts:
(a) in the event that the Class A-1 Notes become due and payable (x) as a result of each Class an acceleration following an Event of NotesDefault, (iy) firstpursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class A-1 Notes, to the Class A Notes and (ii) second, to payment in full of principal of the Class B A-1 Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(9) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(10) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(11) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (i) 0.019% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(8) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes andNotes, second, principal on the Class B Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(8) 9) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(910) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1011) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(1112) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes (except as a result of the occurrence and continuation of an Event of Defaultotherwise provided in Section 11.1(c)), Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) second, to the Advancing Agent or extent not previously reimbursed, to the Backup Advancing Agent Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (if c) third, to the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof)Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any such Payment Date pursuant to the terms of this Indenture), (d) and (c) thirdfourth, to the Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Debt Security with respect to which such Cure Advance was made and not to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Trustee, in its capacity as Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that or if the Backup Advancing Agent has not failed to make any Interest Advance required to be made by the Advancing Agent in respect of any such Payment Date pursuant to the terms of this Indenture), (b) second, the Advancing Agent Fee otherwise payable to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to the greater of (iAdvancing Agent on such Payment Date) 0.019% per annum of the Aggregate Collateral Balance and (ii) U.S.$7,500 per annum, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annum;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) if either of the Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, principal on the Class A Notes and, second, principal on the Class B Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(8) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(9) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(10) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(11) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Backup Advancing Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.Fee,
Appears in 1 contract
Samples: Indenture (Gramercy Capital Corp)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, (A) to the extent not previously reimbursed, to the Advancing Agent or Agent, the Master Servicer and the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party, (b) secondand then, to the Advancing Agent or Agent, the Master Servicer and the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances Advance (not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
); and (3B) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant payment to the terms Trustee of this Indenture)its accrued and unpaid Trustee Fee, (b) second, to the payment to the Trustee of the other accrued and unpaid fees Administrative Expenses of the Trustee in respect all of its services equal to capacities under the greater of (i) 0.019% per annum of Indenture and as Issuer Equity Paying Agent under the Aggregate Collateral Balance and (ii) U.S.$7,500 per annumIssuer Equity Paying Agency Agreement, (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses of the TrusteeExpenses, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d) fourth, prior to the CLO Servicer for payment date on which amounts on deposit in the Expense Account are transferred to the Payment Account (in connection with the sale or disposition of substantially all of the Servicing Fee under the Servicing Agreement (but only Issuer’s assets) for application as Interest Proceeds, for deposit in the event that Arbor Commercial Mortgage LLC or Expense Account an affiliate thereof is not acting as amount sufficient to cause the servicer balance of all Eligible Investments and cash in the Loan Obligations and only to the extent Expense Account, immediately after such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Loan Obligations in accordance with the terms of the Servicing Agreement) and (e) fifthdeposit, to the payment of any other accrued and unpaid Company Administrative Expensesequal $100,000, the aggregate of all such amounts in clauses (cb), (dc) and (ed) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance as of the beginning of the related Interest Accrual Period
(3) to the payment of the Master Servicing Fee, the Special Servicing Fee, the Operating Advisor Fees and (y) U.S.$125,000 per annumthe Reporting Agent Fee and any previously due but unpaid Master Servicing Fees, Special Servicing Fees, Operating Advisor Fees and Reporting Agent Fees;
(4) to the payment of the Loan Obligation Manager Fee and any previously due but unpaid Loan Obligation Manager Fees (but only in the event that Arbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Loan Obligation Manager);
(5) Interest Distribution Amount to the payment of the Class A Interest Distribution AmountNotes, plus, any Class A Defaulted Interest Amount;
(65) as long as any of the Notes are outstanding, to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;following amounts:
(7A) if either of the Note Protection Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of, first, of principal on of the Class A Notes and, second, principal on the Class B Notes, in each case to the extent necessary to cause each of the Note Protection Tests Coverage Test to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to clause (1) through (4) above); or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(8) on each Payment B) in the event that the Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Stated Maturity Date following of the occurrence of a Rating Confirmation FailureNotes, to the payment in full of principal the Outstanding Principal Balance of each Class of the Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(96) to the payment of any Company Administrative Expenses not paid pursuant to clause paragraph (32) above in the order specified therein;
(10) upon direction of the Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and
(117) any remaining Interest Proceeds to be released from the lien of this Indenture and paid first, to the Majority Equityholder in connection with any Cure Payments made by the Majority Equityholder plus Reimbursement Interest thereon, and, second, (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Issuer Equity Securities Distribution Account for distribution to the Holder of the Preferred Shares Equityholders as payments of the Preferred Shares Equity Interest Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency AgreementAmount.
Appears in 1 contract
Samples: Indenture (Redwood Trust Inc)
