Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment alloca...
Liquidation Settlement Procedures. (a) On each Liquidation Day (including, without limitation, the Special Termination Date), the Agent shall deposit to the Agent’s Account the Collections of Pool Receivables received on such day and shall apply them as follows:
(i) first, to pay obligations of the Seller to the Agent under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations or indemnities then due to the Agent;
(ii) second, to pay obligations of the Seller to the Owners and the Issuing Banks under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons;
(iii) third, to the Servicer in payment of the accrued Servicer Fee payable with respect to such Receivable Interest, to the Owners in payment of the accrued Yield, Unused Commitment Fees, L/C Fees and the aggregate of any other amounts then accrued or owed hereunder by the Seller to such Owners, and to the Issuing Banks in payment of the L/C Issuance Fees;
(iv) fourth, to the Owners in reduction (to zero) of the Capital of each Receivable Interest;
(v) fifth, to the Agent’s Account to be set aside and held in trust for the Purchasers as security for repayment of all amounts with respect to undrawn Letters of Credit, an amount equal to 105% of the Letter of Credit Undrawn Amount with respect to each Standby Letter of Credit and an amount equal to 115% of each Letter of Credit Undrawn Amount with respect to each Documentary Letter of Credit;
(vi) sixth, to the Owners in ratable payment of any other amounts owed by the Seller hereunder or under any Transaction Document (including, without limitation, all fees payable hereunder and not paid above except for the Servicer Fee); and
(vii) seventh, to the Seller; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any obligation described in any of clauses first, second, third, fourth, fifth and sixth above, the available funds being applied with respect to any such obligations (unless otherwise specified in such clause) shall be allocated to the payment of the obligations referred to in such clause ratably, based on the proportion of the Servicer’s, the Agent’s, Issuing Banks’ or the Owners’ interest in the aggregate outstanding obligations described in such clause.
Liquidation Settlement Procedures. 10 SECTION 2.7. Fees...................................................
Liquidation Settlement Procedures. On each Business --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Agent shall:
(a) as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account;
(b) transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)) in the --------------- following priority:
(i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and
(ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursement;
(c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following --------------- priority:
(i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer ------------- an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
(ii) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), to the Collateral Account for the account of the Purchaser, an amount equal to accrued and unpaid CP Interest Amount through and including the date of maturity of the Commercial Paper maintaining such Capital Investment;
(iii) if Liquidity Loans are then outstanding, to the Liquidity Agent on behalf of the Liquidity Lenders, an amount equal to accrued and unpaid interest on the Liquidity Loans;
(iv) to the Capital Investment Sub-Account:
(A) an amount equal to the Dilution Funded Amount; and
(v) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws;
(vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate amounts paid pursuant to ----- Sections 6.05(c)(ii), (iii) and (v); -------------------- ----- ---
(vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and
(viii) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and
(ix) upon payment in full of all a...
Liquidation Settlement Procedures. 31 SECTION 2.7. Fees....................................................... 32 SECTION 2.8. Protection of Ownership Interest of the Company............ 33 SECTION 2.9. Deemed Collections; Application of Payments................ 34 SECTION 2.10. Payments and Computations, Etc............................. 35 SECTION 2.11. Reports.................................................... 35 SECTION 2.12. Collection Account......................................... 36 ARTICLE III
Liquidation Settlement Procedures. 28 Section 6.06. Investment of Funds in Accounts....................................... 31 Section 6.07. Termination Procedures................................................ 31 ARTICLE VII.
Liquidation Settlement Procedures. Following any date after the date on which all Secured Obligations have been paid in full in cash, (i) the Collateral Agent shall be considered to have released its security interest in and continuing Lien on the Collateral, including all of the Receivables and Related Security, (ii) the Servicer shall pay to the Debtor any remaining Collections set aside and held by the Servicer, and (iii) the Collateral Agent shall, at the written request of the Debtor, execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's security interest in the Collateral, including all of the Receivables and Related Security and Collections with respect thereto. Any such documents shall be prepared by or on behalf of the Debtor at the expense of the Debtor. After giving effect to any such liquidation, any amounts remaining in the Reserve Account, the Yield Supplement Account and in the Funding Account shall be paid to the holders of the Class A Certificates.
Liquidation Settlement Procedures. 35 SECTION 2.7. Fees...................................................36 SECTION 2.8. Protection of Ownership Interest of the Purchasers and the Bank Investors.................................36 SECTION 2.9. Application of Payments................................37 SECTION 2.10. Payments and Computations, Etc........................38 SECTION 2.11. Reports...............................................39 SECTION 2.12. Collection Account, Spread Account and Excess Funding Account............................39 SECTION 2.13. Sharing of Payments, Etc..............................40 SECTION 2.14. Right of Setoff.......................................41 SECTION 2.15. Special Termination Date with Respect to a Particular Purchaser................................41
Liquidation Settlement Procedures. Following any date after the Termination Date on which all Aggregate Unpaids have been paid in full, (i) the Collateral Agent shall be considered to have released its security interest in and continuing Lien on the Collateral, including all of the Receivables and Related Security, (ii) the Collection Agent shall pay to the Debtor any remaining Collections set aside and held by the Collection Agent, and (iii) the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's security interest in the Collateral, including all of the Receivables and Related Security and Collections with respect thereto. Any such documents shall be prepared by or on behalf of the Debtor at the expense of the Debtor.
Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, transfer all amounts in the Collection Account in the following priority:
(a) if a Successor Servicer has assumed the responsibilities and obligations of the Servicers in accordance with Section 11.02, then to the Successor Servicer an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
(b) to the Purchasers, their respective Pro Rata Shares of an amount equal to accrued and unpaid Daily Yield;
(c) to the Administrative Agent, on behalf of the Purchasers, an amount equal to accrued and unpaid Unused Commitment Fees;
(d) to the Purchasers, their Pro Rata Shares of an amount equal to the unpaid Capital Investment;
(e) all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person;
(f) if a Successor Servicer has not assumed the responsibilities and obligations of the Servicers in accordance with Section 11.02, to the Master Servicer, its pro rata share of the accrued and unpaid Servicing Fee (as advised to the Administrative Agent by the Master Servicer); and
(g) to the MRFC Account, the balance of any funds remaining after payment in full of all amounts set forth in this Section 6.04.
