Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date. (b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year; (iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount; (vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; (viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount; (ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and (x) to the Certificateholder, any remaining amounts. (c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party); (iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and (vii) to the Certificateholder, any remaining funds. (d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date. (e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be. (f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 22 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2018-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2018-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2018-a Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(viv) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(viv) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viivi) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiivii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xviii) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerIndenture Trustee, the Trustee and Reviewer Fees and any fees, expenses and indemnification amounts then due owed to the Owner Trustee and payable the Indenture Trustee, respectively, to each such party in accordance with the terms of extent not paid by the Basic Documents, Servicer or the Sponsor;
(iii) on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2 Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds, to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 16 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2015-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2015-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2014-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A-2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A‑2 Notes are required to be paid in full on or before the Class A‑2a A‑2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A‑2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A‑2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (viv) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 10 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2020-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2020-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2020-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b A-2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b A-2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date Date, either, at the option of the Indenture Trustee, by check mailed to such Securityholder at the address of such Holder appearing in Securityholder as it appears on the Note Register, Register or herein (in the case of the Certificate) or by wire transfer (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2024-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2024-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2024-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A-2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A‑2 Notes are required to be paid in full on or before the Class A‑2a A‑2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A‑2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A‑2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (viv) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2022-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2021-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2021-C Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders’ Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above);
(ivi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution Amount;
Date (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), such amounts to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced be paid from Available Amounts (after giving effect to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and through (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountabove);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders’ Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders’ Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover ShortfallA-3 Noteholders, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) and any outstanding Class B Interest Carryover Shortfallclause (iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Certificateholders.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover X-0x Xxxxxxxx Xxxxxxxxx Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2022-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2022-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2022-C Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of Indenture Trustee and the Class B NotesCalculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Class B Interest Distributable Amount Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2024-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2024-a Owner Trust), Sale and Servicing Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero zero, and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiiv) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes thereof is reduced to zero, (ii), to the Class A-2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-4 Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xvi) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerIndenture Trustee, the Trustee and Reviewer Fees and any fees, expenses and indemnification amounts then due owed to the Owner Trustee and payable the Indenture Trustee, respectively, to each such party in accordance with the terms of extent not paid by the Basic Documents, Servicer or the Sponsor;
(iii) on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2 Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;; and
(v) to the Holders of the Class B Notesany remaining funds, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(b)(iii) and (v) or the Redemption Date for a Class of Notes, 5.06(c)(iv); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2010-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2010-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b A-2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b A-2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2023-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-B Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesIndenture, but only to the Class B Interest Distributable Amount extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables 2018-a Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the amount of any Net Swap Payments, Net Swap Receipts and Swap Termination Payments, if any, (iii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; Account and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Swap Counterparty, the Net Swap Payment, if any, for such Payment Date;
(iii) on a pro rata basis (based on amounts due distributable pursuant to Clause (A) and payable to each party(B)), (A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Payment Date, and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiB) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 [A-1] Notes, the Class A‑1 [A-1] Interest Distributable Amount and any outstanding Class A‑1 [A-1] Interest Carryover Shortfall, to the Holders of the Class A‑2a [A-2] Notes, the Class A‑2a [A-2] Interest Distributable Amount and any outstanding Class A‑2a [A-2] Interest Carryover Shortfall, to the Holders of the Class A‑2b [A-3] Notes, the Class A‑2b [A-3] Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 [A-3] Interest Carryover Shortfall and to the Holders of the Class A‑4 [A-4] Notes, the Class A‑4 [A-4] Interest Distributable Amount and any outstanding Class A‑4 [A-4] Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 [A-1] Notes until the principal amount of the Class A-1 Notes thereof is reduced to zero, (ii), to the Class A‑2a [A-2] Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class [A-2] Notes is reduced to zero, (iii) to the Class A‑3 [A-3] Notes until the principal amount of the Class A‑3 [A-3] Notes is reduced to zero zero, and (iv) to the Class A‑4 [A-4] Notes until the principal amount of the Class A‑4 [A-4] Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiivi) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroSwap Counterparty, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each Subordinated Swap Termination Payments for such party in accordance with the terms of the Basic Documents and not paid in clause (ii) abovePayment Date; and
(xvii) any remaining amounts will be distributed to the Certificateholder, any remaining amountsCertificateholder by the Indenture Trustee.
(c) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner TrusteeSwap Counterparty, the Indenture Trustee and the Asset Representations ReviewerNet Swap Payment, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each if any, for such party in accordance with the terms of the Basic Documents, Payment Date;
(iii) on a pro rata basis (based on amounts due distributable pursuant to Clause (A) and payable to each party(B);
), (iiiA) to the Holders of the Class A Notes Swap Counterparty, any Senior Swap Termination Payments for such Payment Date, and (B) on a pro rata based, basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 [A-1] Notes, the Class A‑1 [A-1] Interest Distributable Amount and any outstanding Class A‑1 [A-1] Interest Carryover Shortfall, to the Holders of the Class A‑2a [A-2] Notes, the Class A‑2a [A-2] Interest Distributable Amount and any outstanding Class A‑2a [A-2] Interest Carryover Shortfall, to the Holders of the Class A‑2b [A-3] Notes, the Class A‑2b [A-3] Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 [A-3] Interest Carryover Shortfall and to the Holders of the Class A‑4 [A-4] Notes, the Class A‑4 [A-4] Interest Distributable Amount and any outstanding Class A‑4 [A-4] Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a [A-1] Notes, the Class A-2b [A-2] Notes, the Class A‑3 [A-3] Notes and the Class A‑4 [A-4] Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal amount of each such from the Closing Date is equal to the Class of Notes is reduced to zero[A-1] Initial Principal Balance, Class [A-2] Initial Principal Balance, the Class [A-3] Initial Principal Balance and the Class [A-4] Initial Principal Balance, respectively;
(v) to the Holders of the Class B NotesSwap Counterparty, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;Subordinated Swap Termination Payments for such Payment Date; and
(vi) any remaining funds will be distributed to the Holders of Certificateholder by the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsIndenture Trustee.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iv) or the Redemption Date for a Class of Notes, 5.06(d)(iv); provided however that (i) the Class A-1 [A-1] Notes are required to be paid in full on or before the Class A‑1 [A-1] Final Scheduled Payment Date, meaning that Holders of Class A‑1 [A-1] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 [A-1] Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a [A-2] Notes are required to be paid in full on or before the Class A‑2a [A-2] Final Scheduled Payment Date, meaning that Holders of Class A‑2a [A-2] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a [A-2] Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b [A-3] Notes are required to be paid in full on or before the Class A‑2b [A-3] Final Scheduled Payment Date, meaning that Holders of Class A‑2b [A-3] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b [A-3] Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 [A-4] Notes are required to be paid in full on or before the Class A‑3 [A-4] Final Scheduled Payment Date, meaning that Holders of Class A‑3 [A-4] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B [A-4] Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the NotesNotes and the rights of the Swap Counterparty to be paid the Swap Termination Payments under the Interest Rate Swap Agreement, to the extent provided in this Agreement and the other Basic DocumentsSection 5.06.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zeroNotes, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2019-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2019-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2019-a Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2a Notes, the Class A‑2a A-2a Interest Distributable Amount and any outstanding Class A‑2a A-2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover X-0x Xxxxxxxx Xxxxxxxxx Shortfall, to the Holders of the Class A‑3 A-3 Notes, the Class A‑3 A-3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A 2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(viv) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(viv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vi) if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(vii) sequentially, (i) to Holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero, (iv) to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xviii) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerIndenture Trustee, the Trustee and Reviewer Fees and any fees, expenses and indemnification amounts then due owed to the Owner Trustee and payable the Indenture Trustee, respectively, to each such party in accordance with the terms of extent not paid by the Basic Documents, Servicer or the Sponsor;
(iii) on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2a Notes, the Class A‑2a A-2a Interest Distributable Amount and any outstanding Class A‑2a A-2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover X-0x Xxxxxxxx Xxxxxxxxx Shortfall, to the Holders of the Class A‑3 A-3 Notes, the Class A‑3 A-3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2a Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds, to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2a Notes are required to be paid in full on or before the Class A‑2a A-2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 A-3 Notes are required to be paid in full on or before the Class A‑3 A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 A-3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 A-4 Notes are required to be paid in full on or before the Class A‑4 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2015-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2015-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2015-B Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2012-B Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2012-B Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts; 38 (Nissan 2016-C Sale and Servicing Agreement)
(v) to the Holders of Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesIndenture, but only to the Class B Interest Distributable Amount extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2016-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2016-C Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority priority: 38 (NAROT 2018-C Sale and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:Servicing Agreement)
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of Indenture Trustee and the Class B NotesCalculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Class B Interest Distributable Amount Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero be paid from any remaining Available Amounts; 39 (NAROT 2018-C Sale and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;Servicing Agreement)
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2018-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2018-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A‑2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A‑2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A‑2 Notes are required to be paid in full on or before the Class A‑2a A‑2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A‑2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A‑2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (viv) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2018-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2018-D Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts to the Certificateholder, any remaining amountsDesignated Account for distribution to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from any remaining Available Amounts;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), until the principal amount of each such Class of Notes is reduced amounts to zerobe paid from any remaining Available Amounts;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Distribution Date or on which the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be have been paid in full and on or before each Distribution Date thereafter, to the Class A‑1 Final Scheduled Payment DateDesignated Account for distribution to the Certificateholders, meaning that Holders of Class A‑1 Notes are entitled until the total amount paid to have received on or before such date payments the Certificateholders in respect of principal in an aggregate amount from the Closing Date is equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through Original Certificate Balance, such date; (ii) the Class A‑2a Notes are required amount to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal from Available Amounts; and 45 (Nissan 2014-B Sale and Servicing Agreement)
(viii) any remaining Available Amounts to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal Designated Account for distribution to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2014-B Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2014-B Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority priority: 37 (NAROT 2019-B Sale and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:Servicing Agreement)
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes and the Class A-2b NotesA-2 Noteholders, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesIndenture, but only to the Class B Interest Distributable Amount extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. 38 (iNAROT 2019-B Sale and Servicing Agreement)
(b) to Holders Notwithstanding any other provision of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiSection 5.06(a), to following the Class A-2a Notes occurrence and during the Class A-2b Notes, pro rata, based on the outstanding principal amounts continuation of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2019-B Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2019-B Owner Trust)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Principal Distribution Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and 5.06(e), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Period:
(i) from Available Collections:
(iA) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiB) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, and to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-3 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiiC) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroPrincipal Distribution Account, an amount equal to the First Priority Principal Distribution Amount;
(vD) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiiE) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroPrincipal Distribution Account, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viiF) to the Holders of the Class C Notes, the Class C Interest Distributable Amount and any outstanding Class C Interest Carryover Shortfall;
(G) to the Principal Distribution Account, the Regular Principal Distribution Amount;
(H) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; and
(I) any remaining amounts will be distributed to the Certificateholders.
(ii) from the amounts deposited into the Principal Distribution Account from the allocations of principal described in clauses (i)(C), (E) and (G) above, the Issuer will pay principal of the Securities in the following priority:
(A) to the Holders of Class A-1 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance;
(viiiB) sequentiallyto the Holders of Class A-2 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-2 Initial Principal Balance;
(iC) to the Holders of the Class A-3 Notes, the amount required to reduce the Class A-3 Principal Balance to 89.097% of the excess of the Pool Balance as of the close of business on the last day of the related Collection Period over the Certificate Balance as of the open of business on such Payment Date;
(D) to the Holders of the Class B Notes, the amount required to reduce the Class B Principal Balance to 7.055% of the excess of the Pool Balance as of the close of business on the last day of the related Collection Period over the Certificate Balance as of the open of business on such Payment Date;
(E) to the Holders of the Class C Notes, the amount required to reduce the Class C Principal Balance to 3.848% of the excess of the Pool Balance as of the close of business on the last day of the related Collection Period over the Certificate Balance as of the open of business on such Payment Date;
(F) after the total amount paid to Holders of the Class A‑1 A-3 Notes until in respect of principal from the principal amount of the Class A-1 Notes Closing Date is reduced to zero, (ii), equal to the Class A-2a Notes and A-3 Initial Principal Balance, the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal total amount of each such note is reduced paid to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount Holders of the Class B Notes in respect of principal from the Closing Date is reduced to zero, an amount equal to the Regular Class B Initial Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due Balance and payable the total amount paid to each party), Holders of the Class C Notes in respect of principal from the Closing Date is equal to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the CertificateholderClass C Initial Principal Balance, any remaining amountsfunds will be paid to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs relating to (i) the payment of principal to any Holder of Notes or (ii) the payment of any interest on any Class of Notes that lasts for five or more days and results in the acceleration of any Class of Notes occurs, or upon the Notes and unless and until such acceleration has been rescindedoccurrence of an Insolvency Event relating to the Seller, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, and to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, ;
(iii) to the Holders of Class A-1 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover ShortfallA-1 Initial Principal Balance;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 A-2 Notes and the Class A‑4 A-3 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal amount of each such from the Closing Date is equal to the Class of Notes is reduced to zeroA-2 Initial Principal Balance and the Class A-3 Initial Principal Balance, respectively;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the total amount paid to such Holders in respect of principal amount of from the Closing Date is equal to the Class B Notes is reduced to zero; andInitial Principal Balance;
(vii) to the CertificateholderHolders of the Class C Notes, the Class C Interest Distributable Amount and any outstanding Class C Interest Carryover Shortfall;
(viii) to the Holders of Class C Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class C Initial Principal Balance; and
(ix) any remaining amounts will be distributed to the Certificateholders.
(e) Notwithstanding the provisions of Section 5.06(c), after any Event of Default not specified in Section 5.06(d) occurs that results in the acceleration of the Notes, on each Payment Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Payment Date; PROVIDED, HOWEVER, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) from Available Collections:
(A) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods);
(B) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Holders of the Class A-1 Notes, the Class A-1 Interest Distributable Amount and any outstanding Class A-1 Interest Carryover Shortfall, to the Holders of the Class A-2 Notes, the Class A-2 Interest Distributable Amount and any outstanding Class A-2 Interest Carryover Shortfall, and to the Holders of the Class A-3 Notes, the Class A-3 Interest Distributable Amount and any outstanding Class A-3 Interest Carryover Shortfall;
(C) to the Principal Distribution Account, the First Priority Principal Distribution Amount;
(D) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(E) to the Principal Distribution Account, the Second Priority Principal Distribution Amount;
(F) to the Holders of the Class C Notes, the Class C Interest Distributable Amount and any outstanding Class C Interest Carryover Shortfall;
(G) to the Principal Distribution Account, the Regular Principal Distribution Amount;
(H) to the Reserve Account, the amount, if any, necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; and
(I) any remaining amounts will be deposited into the Principal Distribution Account.
(ii) from the amounts deposited into the Principal Distribution Account from the allocations of principal described in clauses (i)(C), (E) and (G) above, the Issuer will pay principal of the securities in the following priority:
(A) to the Holders of Class A-1 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance;
(B) to the Holders of Class A-2 Notes and Class A-3 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-2 Initial Principal Balance and the Class A-3 Initial Principal Balance, respectively;
(C) to the Holders of the Class B Notes until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class B Initial Principal Balance;
(D) to the Holders of the Class C Notes until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class C Initial Principal Balance;
(E) after the total amount paid to Holders of the Class C Notes in respect of principal from the Closing Date is equal to the Class C Initial Principal Balance, any remaining fundsfunds will be paid to the Certificateholders.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b5.01(d) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date or is the Redemption Date for a Class of Notesamount available to be paid thereto pursuant to Sections 5.05(c), (d) and (e); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 A-3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (viiv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date and (v) the Class C Notes are required to be paid in full on or before the Class C Final Scheduled Payment Date, meaning that Holders of Class C Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class C Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be, (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp), Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the 43 (Nissan 2013-C Sale and Servicing Agreement) Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts to the Certificateholder, any remaining amountsDesignated Account for distribution to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts; 44 (Nissan 2013-C Sale and Servicing Agreement)
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from any remaining Available Amounts;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from Available Amounts; and
(viiviii) any remaining Available Amounts to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Designated Account for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal distribution to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2013-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2013-C Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts; 38 (Nissan 2016-B Sale and Servicing Agreement)
(v) to the Holders of Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesIndenture, but only to the Class B Interest Distributable Amount extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2016-B Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2016-B Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(viv) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(viv) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viivi) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiivii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xviii) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerIndenture Trustee, the Trustee and Reviewer Fees and any fees, expenses and indemnification amounts then due owed to the Owner Trustee and payable the Indenture Trustee, respectively, to each such party in accordance with the terms of extent not paid by the Basic Documents, Servicer or the Sponsor;
(iii) on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2 Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds, to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(b)(iii), (v) and (vii) or the Redemption Date for a Class of Notes, 5.06(c)(iv) and (vi); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2010-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2010-C Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts; 41 (NAROT 2019-C Sale and Servicing Agreement)
(v) to the Holders of Indenture Trustee and the Class B NotesCalculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Class B Interest Distributable Amount Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2019-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2019-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED CASH FLOW ALLOCATIONS.] Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts then due and payable to each such party party, pro rata (based on amounts due and payable to each party), in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 [_______] in any calendar year;
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, ,] to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall[, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerReviewer [and the Administrator] [and the Swap Counterparty], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts [and, in the case of the Swap Counterparty, swap termination payments] then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above [or, in the case of the Swap Counterparty, clause (iii) above], pro rata (based on amounts due and payable to each party); and
(x) to the Certificateholder, any remaining amounts.
(c) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED EVENT OF DEFAULT CASH FLOW ALLOCATIONS.] Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documentsparty, on a pro rata basis (based on amounts due and payable to each party), in accordance with the terms of the Basic Documents;
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] to the Holders of the Class A Notes (Notes, on a pro rata based, basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, ,] to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall[, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A‑2[a] Notes, [the Class A-2b Notes, ,] the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; ;
(vii) [to the Swap Counterparty, the amount of any swap termination payments due to it and not paid in clause (iii) above;] and
(viiviii) to the Certificateholder, any remaining fundsamounts.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A‑2[a] Notes are required to be paid in full on or before the Class A‑2a A‑2[a] Final Scheduled Payment Date, meaning that Holders of Class A‑2a A‑2[a] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A‑2[a] Initial Principal Balance together with all interest accrued thereon through such date, [(iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, ,] (iv[iii][iv]) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v[iv][v]) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of the Class B NotesIndenture Trustee, the Class B Interest Distributable Amount any accrued and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentiallyunpaid fees, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), expenses and indemnity payments due pursuant to the Class A‑2a Notes and the Class A-2b NotesIndenture, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, but only to the extent that such fees, expenses or indemnity payments have not previously retained been paid by the ServicerAdministrator and have been outstanding for at least sixty (60) in the following order of priority and in the days, such amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.from any remaining Available Amounts;
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2016-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2016-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class A-2b NotesIndenture, pro ratabut only to the extent that such fees, based on expenses or indemnity payments have not been paid by the Administrator and have been outstanding principal for at least sixty (60) days, such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountabove);
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party be paid from Available Amounts (after giving effect to any reduction in accordance with the terms of the Basic Documents and not paid Available Amounts described in clause clauses (iiiii) through (viii) above; and);
(x) to the Certificateholderextent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.10, to such Currency Swap Counterparty, except on any Distribution Date that occurs after the Notes are accelerated, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (ix) above);
(xi) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, any remaining amountsAvailable Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero (after giving effect to any reduction in Available Amounts described in clauses (iii) through (x) above); and
(xii) any Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) [Reserved];
(iv) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods) (after giving effect to any reduction in Available Amounts described in clause (i) above);
(iiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i) and (iv) above);
(vi) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i), (iv) and (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i) and (iv) through (vi) above);
(viii) to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.10, to such Currency Swap Counterparty, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i) and (iv) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i) and (iv) through (viii) above); and
(viix) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining fundsto the Certificateholders.
(de) Notwithstanding the provisions of Section 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make payments and distributions from the Collection Account in accordance with Section 5.06(c).
(f) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2011-B Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2011-B Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Class A-2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A-2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A‑2 Notes are required to be paid in full on or before the Class A‑2a A‑2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A‑2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A‑2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (viv) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2023-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-a Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods; 37 (NAROT 2023-B Sale and Servicing Agreement);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of Indenture Trustee and the Class B NotesCalculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Class B Interest Distributable Amount Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and 38 (NAROT 2023-B Sale and Servicing Agreement)
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (NISSAN AUTO RECEIVABLES Co II LLC), Sale and Servicing Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.. 44 (Nissan 2015-B Sale and Servicing Agreement)
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesNoteholders), until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution Amount;Date (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts; 45 (Nissan 2015-B Sale and Servicing Agreement)
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts to the Certificateholder, any remaining amountsDesignated Account for distribution to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(ivv) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vi) to the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A-2b NotesNoteholders, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from Available Amounts; and
(viiviii) any remaining Available Amounts to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Designated Account for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal distribution to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(viv) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(viv) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viivi) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiivii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xviii) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Delaware Trustee and the Asset Representations ReviewerIndenture Trustee, the Trustee and Reviewer Fees and any fees, expenses and indemnification amounts then due owed to the Owner Trustee, the Delaware Trustee and payable the Indenture Trustee, respectively, to each such party in accordance with the terms of extent not paid by the Basic Documents, Servicer or the Sponsor;
(iii) on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2 Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds, to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(b)(iii), (v) and (vii) or the Redemption Date for a Class of Notes, 5.06(c)(iv) and (vi); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2011-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2011-a Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts; 39 (NAROT 2019-A Sale and Servicing Agreement)
(v) to the Holders of Indenture Trustee and the Class B NotesCalculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Class B Interest Distributable Amount Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2019-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2019-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that 43 (Nissan 2015-A Sale and Servicing Agreement) such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero be paid from any remaining Available Amounts; 44 (Nissan 2015-A Sale and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;Servicing Agreement)
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts to the Certificateholder, any remaining amountsDesignated Account for distribution to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from any remaining Available Amounts;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts; 45 (Nissan 2015-A Sale and Servicing Agreement)
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from Available Amounts; and
(viiviii) any remaining Available Amounts to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Designated Account for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal distribution to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Principal Distribution Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the amountSwap Payments Outgoing, if anythe Swap Payments Incoming, to be withdrawn from or required to be deposited into the Reserve Account; and any Swap Termination Payments and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) from Available Collections:
(A) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiB) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiiC) to the Class A‑3 Notes until Principal Distribution Account, the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viiD) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; and
(E) any remaining amounts will be distributed to the Certificateholder.
(ii) from the amounts deposited into the Principal Distribution Account from the allocations of principal described in clause (i)(C) above, the Issuer will pay principal of the Securities in the following priority:
(A) to the Holders of Class A-1 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance;
(viiiB) sequentiallyto the Holders of Class A-2 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-2 Initial Principal Balance;
(iC) to the Holders of Class A-3 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-3 Initial Principal Balance;
(D) to the Holders of Class A-4 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-4 Initial Principal Balance; and
(E) after the total amount paid to Holders of the Class A‑1 A-4 Notes until in respect of principal from the principal amount of the Class A-1 Notes Closing Date is reduced to zero, (ii), equal to the Class A-2a Notes and the Class A-2b NotesA-4 Initial Principal Balance, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not remaining funds will be paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal amount of each such from the Closing Date is equal to the Class of Notes is reduced to zeroA-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(viv) after the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Holders of the Class B NotesA-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class B Interest Distributable Amount A-3 Initial Principal Balance, and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B NotesA-4 Initial Principal Balance, until the principal amount of the Class B Notes is reduced to zero; and
(vii) respectively, any remaining funds will be paid to the Certificateholder, any remaining funds.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date or is the Redemption Date for a Class of Notes, amount available to be paid thereto pursuant to Sections 5.06(c)(i)(C) and 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp), Sale and Servicing Agreement (Toyota Motor Credit Corp)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.. 44 (Nissan 2015-C Sale and Servicing Agreement)
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesNoteholders), until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution Amount;Date (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts; 45 (Nissan 2015-C Sale and Servicing Agreement)
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts to the Certificateholder, any remaining amountsDesignated Account for distribution to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(ivv) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vi) to the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A-2b NotesNoteholders, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from Available Amounts; and
(viiviii) any remaining Available Amounts to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Designated Account for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal distribution to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2015-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2015-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A‑2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and Holders of the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, A-2 Notes until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2 Notes, the Class A‑2a A‑2 Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b A‑2 Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A‑2 Notes are required to be paid in full on or before the Class A‑2a A‑2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A‑2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A‑2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (viv) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2021-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2021-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders’ Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above);
(ivi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution Amount;
Date (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), such amounts to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced be paid from Available Amounts (after giving effect to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and through (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountabove);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders’ Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders’ Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover ShortfallA-3 Noteholders, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) and any outstanding Class B Interest Carryover Shortfallclause (iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Seller.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2005-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2005-B Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts to the Certificateholder, any remaining amountsDesignated Account for distribution to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or 44 (Nissan 2014-A Sale and Servicing Agreement) indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from any remaining Available Amounts;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from Available Amounts; and
(viiviii) any remaining Available Amounts to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Designated Account for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal distribution to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2014-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2014-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class A-2b NotesIndenture, pro ratabut only to the extent that such fees, based on expenses or indemnity payments have not been paid by the Administrator and have been outstanding principal for at least sixty (60) days, such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountabove);
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party be paid from Available Amounts (after giving effect to any reduction in accordance with Available Amounts described in clauses (iii) through (viii) above);
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause full and on each Distribution Date thereafter, to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero (iiafter giving effect to any reduction in Available Amounts described in clauses (iii) through (ix) above); and
(xxi) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods) (after giving effect to any reduction in Available Amounts described in clause (i) above);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i) and (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i), (iii) and (iv) above);
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i) and (iii) through (v) above);
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B NotesClosing Date is equal to the Original Certificate Balance, the Class B Interest Distributable Amount such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (i) and any outstanding Class B Interest Carryover Shortfall;
(iii) through (vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroabove); and
(viiviii) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2012-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2012-a Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Holders of the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zeroNotes, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2019-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2019-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b8.03(b) or 5.06(c8.03(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c8.03(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the 201_-_ SUBI Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the 201_-_ SUBI Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(viv) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(viv) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viivi) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiivii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2 Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note the Class A-2 Notes is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xviii) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b8.03(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the 201_-_ SUBI Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the 201_-_ SUBI Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Delaware Trustee and the Asset Representations ReviewerIndenture Trustee, the Trustee and Reviewer Fees and any fees, expenses and indemnification amounts then due owed to the Owner Trustee, the Delaware Trustee and payable the Indenture Trustee, respectively, to each such party in accordance with the terms of extent not paid by the Basic Documents, Servicer or the Sponsor;
(iii) on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2 Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds, to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the this Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 8.03(b)(iii), (v) and (vii) or the Redemption Date for a Class of Notes, 8.03(c)(iv) and (vi); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (viv) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds Available Collections or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the 201_-_ Securitization Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Indenture (Toyota Lease Trust), Indenture (Toyota Lease Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b A-2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b A-2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) wire transfer (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2023-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-D Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes and the Class A-2b NotesA-2 Noteholders, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts; 36 (NAROT 2022-B Sale and Servicing Agreement) (v) to the Holders of Indenture Trustee any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesIndenture, but only to the Class B Interest Distributable Amount extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the apply all amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited on deposit in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b5.04(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateIndenture.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2022-B Owner Trust), Sale and Servicing Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of the Class B NotesIndenture Trustee, the Class B Interest Distributable Amount any accrued and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentiallyunpaid fees, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), expenses and indemnity payments due pursuant to the Class A‑2a Notes and the Class A-2b NotesIndenture, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, but only to the extent that such fees, expenses or indemnity payments have not previously retained been paid by the ServicerAdministrator and have been outstanding for at least sixty (60) in the following order of priority and in the days, such amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.from any remaining Available Amounts;
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2017-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2017-C Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from any remaining Available Amounts;]
(iii) [on a pro rata basis basis, (based on amounts due and payable to each party), A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Distribution Date, and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) B)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2[a] Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, [to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, for such Class,] to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders [(pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders)], pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viiivi) sequentially[to the Swap Counterparty, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)any Subordinated Swap Termination Payments for such Distribution Date, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts extent of each of those classes of notes, until the principal amount of each such note is reduced to zero, Available Amounts;]
(iiivii) to the Class A‑3 Notes until Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the principal amount of Indenture, but only to the Class A‑3 Notes is reduced extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to zero, be paid from any remaining Available Amounts; (ivviii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero Owner Trustee, any accrued and (v) unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesTrust Agreement, until the principal amount of the Class B Notes is reduced to zero, an amount equal but only to the Regular Principal Distribution Amountextent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable [to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee any accrued and Reviewer Fees and any unpaid fees, expenses and indemnification then indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with the terms of the Basic Documents and not be paid in clause (ii) abovefrom any remaining Available Amounts]; and
(x) any remaining Available Amounts to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Designated Account (after payment of the Supplemental Servicing Fee for distribution to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsCertificateholders.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount for such Distribution Date, such amounts to be paid from any remaining Available Amounts; 43 (Nissan 2013-B Sale and any outstanding Class B Interest Carryover Shortfall;Servicing Agreement)
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts to the Certificateholder, any remaining amountsDesignated Account for distribution to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts; 44 (Nissan 2013-B Sale and Servicing Agreement)
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from any remaining Available Amounts;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Designated Account for distribution to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from Available Amounts; and
(viiviii) any remaining Available Amounts to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Designated Account for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal distribution to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2013-B Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2013-B Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with be paid from any remaining Available Amounts;
(x) on the terms of Distribution Date on which the Basic Documents and not Notes have been paid in clause (ii) abovefull and on each Distribution Date thereafter, to the Certificateholders, any remaining Available Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xxi) any remaining Available Amounts after giving effect to the Certificateholderforegoing, any remaining amountsto the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from any remaining Available Amounts;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from any remaining Available Amounts; and
(viiviii) any remaining Available Amounts after giving effect to the Certificateholderforegoing, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2013-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2013-a Owner Trust)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority priority: 37 (NAROT 2020-A Sale and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:Servicing Agreement)
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes and the Class A-2b NotesA-2 Noteholders, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesIndenture, but only to the Class B Interest Distributable Amount extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. 38 (iNAROT 2020-A Sale and Servicing Agreement)
(b) to Holders Notwithstanding any other provision of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiSection 5.06(a), to following the Class A-2a Notes occurrence and during the Class A-2b Notes, pro rata, based on the outstanding principal amounts continuation of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2020-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2020-a Owner Trust)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Principal Distribution Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. [In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).]
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , [(ii) the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments,] [(iii) the amount, if any, to be drawn under the Revolving Liquidity Note or withdrawn from or required to be deposited into the Reserve Account; ] and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) from Available Collections:
(A) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiB) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiiC) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution AmountAccount, the Principal Distribution Amount [or to an account established for allocation of principal during a Revolving Period];
(vD) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiiE) sequentially[to the holder of the Revolving Liquidity Note, the amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (ito the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f))];
(F) [to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f))]; and
(G) any remaining amounts will be distributed to the Certificateholders.
(ii) from the amounts deposited into the Principal Distribution Account from the allocations of principal described in clause (i)(C) above, the Issuer will pay principal of the Securities in the following priority:
(A) to the Holders of Class A-1 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance;
(B) to the Holders of Class A-2 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-2 Initial Principal Balance;
(C) to the Holders of Class A-3 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-3 Initial Principal Balance;
(D) to the Holders of Class A-4 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-4 Initial Principal Balance; and
(E) after the total amount paid to Holders of the Class A‑1 A-4 Notes until in respect of principal from the principal amount of the Class A-1 Notes Closing Date is reduced to zero, (ii), equal to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular A-4 Initial Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the CertificateholderBalance, any remaining amountsfunds will be paid to the Certificateholders. [Payments pursuant to this Section 5.06(c) will be modified to reflect that Holders of any class of Notes with a Revolving Period will not receive payments of principal until the commencement of the applicable Amortization Period for such class of Notes.]
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(iv) [to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));]
(v) [to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfalldraw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));] and
(vi) any remaining funds to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsCertificateholders.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(i)(C) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp), Sale and Servicing Agreement (Toyota Motor Credit Corp)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2a Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially, (iiii) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, 38 (Nissan 2017-A Sale and Servicing Agreement) and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(iv) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(v) to the Holders of Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Class B NotesIndenture, but only to the Class B Interest Distributable Amount extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any outstanding Class B Interest Carryover Shortfallremaining Available Amounts;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes Owner Trustee, any accrued and the Class A-2b Notesunpaid fees, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) expenses and indemnity payments due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroTrust Agreement, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountbe paid from any remaining Available Amounts;
(vii) to the Reserve AccountAsset Representations Reviewer, if any accrued and unpaid fees, expenses and indemnity payments due pursuant to the amount on deposit in Asset Representations Review Agreement, but only to the Reserve Account is less than extent that such fees, expenses or indemnity payments have not been paid by the related Specified Reserve Account Balance on Sponsor and have been outstanding for at least sixty (60) days, such Payment Date, the amount necessary amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;be paid from any remaining Available Amounts; and
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), any remaining Available Amounts to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) Designated Account for distribution to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.
(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each partySection 5.06(a);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2017-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2017-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (g), on each Payment DateDistribution Date (except the Distribution Date occurring on May 9, 2003 with respect to the Class A-1 Notes), the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentiallyabove), (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;
(vii) on the Distribution Date on which the Class A-2 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of the Class A-3 Notes is reduced to zero;
(viii) on the Distribution Date on which the Class A-3 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-4 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above), until the principal amount of the Class A-4 Notes is reduced to zero;
(ix) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(viiix) sequentially, (i) to Holders of on the Class A‑1 Distribution Date on which the Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)have been paid in full and on each Distribution Date thereafter, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroCertificateholders, an amount equal to the Regular Certificateholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (ix) on a pro rata basis (based on amounts due and payable to each partyabove), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xxi) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Seller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescindedany Notes, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 NotesA-4 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of each such Class of Notes is reduced to zero;
(vviii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Holders of the Class B NotesCertificateholders, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) an amount equal to the Holders of Certificateholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroreduction in Available Amounts described in clauses (iii) through (vii) above); and
(viiix) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining fundsto the Seller.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(fg) The rights of On the Certificateholder to receive distributions in Final Scheduled Distribution Date with respect of the Certificate shall be and hereby are subordinated to the rights of Class A-1 Notes, the Servicer shall instruct the Indenture Trustee to withdraw from the Collection Account and distribute to Class A-1 Noteholders to receive distributions in respect of the Notesby 10:00 a.m. (New York time), to the extent provided of available funds on such day and to the extent that such funds would have been available to make such payments had the payments been made on the next Distribution Date pursuant to Section 5.06(c), an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class A-1 Notes as of Final Scheduled Distribution Date with respect to the Class A-1 Notes, and (ii) the amount necessary to reduce the Outstanding Amount of the Class A-1 Notes to zero. It is understood and agreed that, with respect to the amounts to be distributed pursuant to this Section 5.06(g), the Servicer shall, to the extent necessary (i) deposit into the Collection Account any amounts received as payments by or on behalf of any Obligor (and not previously deposited into the Collection Account) on or prior to the Final Scheduled Distribution Date with respect to the Class A-1 Notes, (ii) make each calculation that would otherwise be made on a Determination Date (with appropriate adjustments) in this Agreement accordance with Section 4.08 on the Business Day immediately proceeding the Final Scheduled Distribution Date with respect to the Class A-1 Notes, (iii) on the Distribution Date immediately succeeding the Final Scheduled Distribution Date with respect to the Class A-1 Notes, make any adjustments to the Noteholders' Principal Distributable Amount, the Noteholders' Interest Distributable Amount and the any other Basic Documentsamount to be paid on such Distribution Date, and (iv) make any other calculation, adjustment or correction that may be required as a result of any payment made on such Final Scheduled Distribution Date with respect to Class A-1 Notes.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2002 B Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to -------------------------- Section 5.06(c8.02(b), on each Payment Date and on any Termination Date, to the extent funds are available in the Note Payment Account, the Indenture Trustee shall make the following payments and distributions from pursuant to the Collection Account Servicer's Monthly Statement (after payment of the Supplemental Servicing Fee except as provided in Section 5.05(b)):
(i) to the Servicer, an amount equal to the Servicing Compensation (net of (1) any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement, (2) any amounts representing income or gain form investments credited to the Collection Account and paid to the Servicer pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement and (3) the Indenture Trustee Fee, which shall be paid to the Indenture Trustee) and all unpaid Servicing Compensation from prior Due Periods;
(ii) to the extent not previously retained of funds withdrawn from the Pre-Funding Account and deposited in the Note Payment Account by the ServicerIndenture Trustee pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement (net of any amount deposited in the Certificate Distribution Account from the Note Payment Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(2) of the Sale and Servicing Agreement), (A) if such amount deposited in the Note Payment Account is greater than $50,000 or an Indenture Event of Default has occurred, pro rata, to the Holders of Notes of each Class, based on the Class Principal Balance of each such Class, in each case to reduce the Class Principal Balance of each such Class; or (B) if no Indenture Event of Default has occurred and such amount deposited in the Note Payment Account is less than or equal to $50,000 sequentially to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, in reduction of the Class Principal Balances thereof;
(iii) to the extent of the Regular Payment Amount for such Payment Date, in the following order of priority priority:
(A) to the Holders of the Senior Notes, the Senior Noteholders' Interest Payment Amount for such Payment Date, allocated to each Class of Senior Notes, pro rata, based on the amount of interest payable in respect of each such Class based on the applicable Interest Rate;
(B) to the Holders of the Class M-1 Notes, the Class M-1 Noteholders' Interest Payment Amount for such Payment Date;
(C) to the Holders of the Class M-2 Notes, the Class M-2 Noteholders' Interest Payment Amount for such Payment Date;
(D) to the Holders of the Class A-1, Class A-2, Class A- 3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the respective Class Principal Balances thereof are reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances of the Senior Notes to the Senior Optimal Principal Balance for such Payment Date;
(E) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date;
(F) to the Holders of the Class M-2 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
(G) to the Holders of the Class M-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(H) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(iv) to the extent of the Excess Spread, if any, in the amounts set forth following order of priority:
(A) in an amount equal to the Servicer’s Certificate Overcollateralization Deficiency Amount, if any, as follows:
1) to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the respective Class Principal Balances thereof are reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances thereof to the Senior Optimal Principal Balance for such Payment Date;
2) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date; providedand
3) to the Holders of the Class M-2 Notes, howeverthe amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
(B) to the Holders of the Class M-1 Notes, that the applicable Deferred Amount, if any, until such payments Deferred Amount has been paid in full; and
(C) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full.
(b) On the Payment Date on which an early redemption or termination pursuant to Section 11.02(a) or Section 11.02(b) of the Sale and distributions shall be made only from those Servicing Agreement is to occur, to the extent funds deposited are available in the Collection Note Payment Account, the Indenture Trustee shall make the following payments from the Note Payment Account for in the related Collection Period and available therefore as Available Collectionsfollowing order of priority:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount Servicing Compensation and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes all paid and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions unpaid Servicing Compensation from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Due Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms holders of the Basic DocumentsNotes, all accrued and unpaid interest on a pro rata basis (based on amounts due each Class of Notes and payable an amount equal to the aggregate of the then outstanding Class Principal Balances of each party);Class of Notes; and
(iii) to the Holders holders of the Class A Notes (pro rata basedM-1 and Class M-2 Notes, on in that order, the amounts distributable pursuant to this clause to applicable Deferred Amounts, until each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Deferred Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundshas been paid in full.
(dc) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on On each Payment Date instruct and the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the NotesTermination Date, to the extent provided of the interest of the Indenture Trustee in this Agreement the Certificate Distribution Account (as described in Section 5.05(a) of the Sale and Servicing Agreement), the other Basic DocumentsIndenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Section 5.05(c) of the Sale and Servicing Agreement.
Appears in 1 contract
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Principal Distribution Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments, (iii) the amount, if any, to be drawn under the Revolving Liquidity Note or withdrawn from or required to be deposited into the Reserve Account; Account and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) from Available Collections:
(A) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiB) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiiC) to the Class A‑3 Notes until Principal Distribution Account, the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(vD) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiiE) sequentiallyto the holder of the Revolving Liquidity Note, the amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (ito the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(F) to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f)); and
(G) any remaining amounts will be distributed to the Certificateholder.
(ii) from the amounts deposited into the Principal Distribution Account from the allocations of principal described in clause (i)(C) above, the Issuer will pay principal of the Securities in the following priority:
(A) to the Holders of Class A-1 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance;
(B) to the Holders of Class A-2 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-2 Initial Principal Balance;
(C) to the Holders of Class A-3 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-3 Initial Principal Balance;
(D) to the Holders of Class A-4 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-4 Initial Principal Balance; and
(E) after the total amount paid to Holders of the Class A‑1 A-4 Notes until in respect of principal from the principal amount of the Class A-1 Notes Closing Date is reduced to zero, (ii), equal to the Class A-2a Notes and the Class A-2b NotesA-4 Initial Principal Balance, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not remaining funds will be paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(iv) to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));
(v) to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfall;draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f)); and
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds to the Certificateholder, any remaining funds.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(i)(C) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-5 Noteholders, the Class A‑4 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above);
(ivi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, and then to the Class A-5 Noteholders until the principal amount of the Class A-5 Notes is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distributable Amount for such Distribution Amount;
Date (after giving effect to any reduction in Noteholders' Principal Distributable Amount described in clause (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), such amounts to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced be paid from Available Amounts (after giving effect to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and through (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountabove);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders' Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-5 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a NotesA-3 Noteholders, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover ShortfallA-4 Noteholders, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-5 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on or after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-5 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) to the Class A-5 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-5 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above);
(x) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (ix) above); and
(xi) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Seller.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; and (v) the Class A‑4 A-5 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑4 Notes A-5 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment DateClass, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2003-C Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero, (iv) then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero zero, and (v) then to the Class B Notes, A-4 Noteholders until the principal amount of the Class B A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, except on any Distribution Date that occurs after the Notes and are accelerated, the Class A-2b NotesCertificateholders’ Principal Distributable Amount, pro rata, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders’ Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class of Notes is reduced and to zerothe Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the principal total amount of paid to the Class B Notes A-2 Noteholders in respect of principal from the Closing Date is reduced equal to zero; andthe Original Principal Amount for the Class A-2 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to the Class A-3 Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to the Class A-4 Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Certificateholders.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for their Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for the related Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateAmount for their Class, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2008-B Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentiallyabove), (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;
(vii) on the Distribution Date on which the Class A-2 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of the Class A-3 Notes is reduced to zero;
(viii) on the Distribution Date on which the Class A-3 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-4 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above), until the principal amount of the Class A-4 Notes is reduced to zero;
(ix) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(viiix) sequentially, (i) to Holders of on the Class A‑1 Distribution Date on which the Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)have been paid in full and on each Distribution Date thereafter, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroCertificateholders, an amount equal to the Regular Certificateholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (ix) on a pro rata basis (based on amounts due and payable to each partyabove), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xxi) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Seller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescindedany Notes, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.distributions
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp /De)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period.
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account; Account and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (iiii) to Holders of the Class A‑1 A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-2 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 A-3 Notes until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal and then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 A-4 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, either (ii), x) an amount sufficient to reduce the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the aggregate outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced Class A Notes to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority product of the Noteholders' Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds 2.25% as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;
(viiiv) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notesholder of the Revolving Liquidity Note, until the principal amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(e));
(vi) to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(e));
(vii) to the Certificateholder, except on any Payment Date that occurs after the Class B A Notes is reduced are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds 2.25%, an amount sufficient to zero, reduce the aggregate outstanding principal balance of the Certificate to an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to product of the Owner Trustee, the Indenture Trustee Subordinated Seller's Interest Percentage and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms Pool Balance as of the Basic Documents and not paid in clause (ii) abovelast day of the related Collection Period; and
(xviii) any remaining amounts will be distributed to the Certificateholder, any remaining amounts.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(iv) to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(e));
(v) to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfall;draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(e)); and
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds to the Certificateholder, any remaining funds.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iii) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to -------------------------- Section 5.06(c8.02(b), on each Payment Date and on any Termination Date, to the extent funds are available in the Note Payment Account, the Indenture Trustee shall make the following payments and distributions from pursuant to the Collection Account Servicer's Monthly Statement (after payment of the Supplemental Servicing Fee except as provided in Section 5.05(b)):
(i) to the Servicer, an amount equal to the Servicing Compensation (net of (1) any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement, (2) any amounts representing income or gain form investments credited to the Collection Account and paid to the Servicer pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement and (3) the Indenture Trustee Fee, which shall be paid to the Indenture Trustee) and all unpaid Servicing Compensation from prior Due Periods;
(ii) (Reserved)
(iii) to the extent not previously retained by of the Servicer) Regular Payment Amount for such Payment Date, in the following order of priority priority:
(A) to the Holders of the Senior Notes, the Senior Noteholders' Interest Payment Amount for such Payment Date, allocated to each Class of Senior Notes, pro rata, based on the amount of interest payable in respect of each such Class based on the applicable Interest Rate;
(B) to the Holders of the Class M-1 Notes, the Class M-1 Noteholders' Interest Payment Amount for such Payment Date;
(C) to the Holders of the Class M-2 Notes, the Class M-2 Noteholders' Interest Payment Amount for such Payment Date;
(D) to the Holders of the Class A-1, Class A-2, Class A- 3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the respective Class Principal Balances thereof are reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances of the Senior Notes to the Senior Optimal Principal Balance for such Payment Date;
(E) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date;
(F) to the Holders of the Class M-2 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
(G) to the Holders of the Class M-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(H) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(iv) to the extent of the Excess Spread, if any, in the amounts set forth following order of priority:
(A) in an amount equal to the Servicer’s Certificate Overcollateralization Deficiency Amount, if any, as follows:
1) to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the respective Class Principal Balances thereof are reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances thereof to the Senior Optimal Principal Balance for such Payment Date;
2) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date; providedand
3) to the Holders of the Class M-2 Notes, howeverthe amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
(B) to the Holders of the Class M-1 Notes, that the applicable Deferred Amount, if any, until such payments Deferred Amount has been paid in full; and
(C) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full.
(b) On the Payment Date on which an early redemption or termination pursuant to Section 11.02 of the Sale and distributions shall be made only from those Servicing Agreement is to occur, to the extent funds deposited are available in the Collection Note Payment Account, the Indenture Trustee shall make the following payments from the Note Payment Account for in the related Collection Period and available therefore as Available Collectionsfollowing order of priority:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount Servicing Compensation and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes all paid and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions unpaid Servicing Compensation from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Due Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms holders of the Basic DocumentsNotes, all accrued and unpaid interest on a pro rata basis (based on amounts due each Class of Notes and payable an amount equal to the aggregate of the then outstanding Class Principal Balances of each party);Class of Notes; and
(iii) to the Holders holders of the Class A Notes (pro rata basedM-1 and Class M-2 Notes, on in that order, the amounts distributable pursuant to this clause to applicable Deferred Amounts, until each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Deferred Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundshas been paid in full.
(dc) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on On each Payment Date instruct and the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the NotesTermination Date, to the extent provided of the interest of the Indenture Trustee in this Agreement the Certificate Distribution Account (as described in Section 5.05(a) of the Sale and Servicing Agreement), the other Basic DocumentsIndenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Section 5.05(c) of the Sale and Servicing Agreement.
Appears in 1 contract
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments, (iii) the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account; Account and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (iiii) to Holders of the Class A‑1 A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-2 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 A-3 Notes until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal and then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 A-4 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, either (ii), x) an amount sufficient to reduce the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the aggregate outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced Class A Notes to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority product of the Noteholders' Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds 2.25% as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;
(viiiv) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notesholder of the Revolving Liquidity Note, until the principal amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vi) to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vii) to the Certificateholder, except on any Payment Date that occurs after the Class B A Notes is reduced are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds 2.25%, an amount sufficient to zero, reduce the aggregate outstanding principal balance of the Certificate to an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to product of the Owner Trustee, the Indenture Trustee Subordinated Seller's Interest Percentage and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms Pool Balance as of the Basic Documents and not paid in clause (ii) abovelast day of the related Collection Period; and
(xviii) any remaining amounts will be distributed to the Certificateholder, any remaining amountsCertificateholder by the Indenture Trustee.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance and the Class A-4 Initial Principal Balance, respectively;
(iv) to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));
(v) to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfall;draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f)); and
(vi) any remaining funds will be distributed to the Holders of Certificateholder by the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsIndenture Trustee.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iii) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from any remaining Available Amounts;]
(iii) [on a pro rata basis basis, (based on amounts due and payable to each party), A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Distribution Date, and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) B)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2[a] Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, [to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, for such Class,] to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially[to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amount to be paid from any remaining Available Amounts;]
(iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders [(pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders)], pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal [and] then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B NotesA-4 Noteholders, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, (ii), to the Class A‑2a Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) then to the Class B NotesNoteholders, until the principal amount of the Class B Notes is reduced to zero, ,] an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for such Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary such amounts to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not be paid in clause (ii) above; and
(x) to the Certificateholder, from any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover ShortfallAmounts;
(vi) to the Holders Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Class B NotesSpecified Reserve Account Balance with respect to such Distribution Date, until such amounts to be paid from any remaining Available Amounts;
(vii) [to the principal amount Swap Counterparty, any Subordinated Swap Termination Payments for such Distribution Date, to the extent of Available Amounts;] 43 (NAROT 20[ ]-[ ] Sale and Servicing Agreement) (viii) to the Class B Notes is reduced Indenture Trustee and the Calculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to zerothe Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;
(ix) to the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;
(x) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts; and
(viixi) any remaining Available Amounts to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Designated Account for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal distribution to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments, (iii) the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account; Account and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3A Notes, the Class A‑2b A-3A Interest Distributable Amount and any outstanding Class A‑2b A-3A Interest Carryover Shortfall, to the Holders of the Class A‑3 A-3B Notes, the Class A‑3 A-3B Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover X-0X Xxxxxxxx Xxxxxxxxx Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (iiii) to Holders of the Class A‑1 A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-2 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 A-3A Notes and Class A-3B Notes pro rata and concurrently until the respective principal amounts of the Class A-3A Notes and Class A-3B Notes are reduced to zero, and then to the Class A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, either (x) an amount sufficient to reduce the aggregate outstanding principal amount of Class A Notes to an amount equal to the First Priority product of the Noteholders' Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds 2.25% as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notesholder of the Revolving Liquidity Note, until the principal amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vi) to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vii) to the Certificateholder, except on any Payment Date that occurs after the Class B A Notes is reduced are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds 2.25%, an amount sufficient to zero, reduce the aggregate outstanding principal balance of the Certificate to an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to product of the Owner Trustee, the Indenture Trustee Subordinated Seller's Interest Percentage and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms Pool Balance as of the Basic Documents and not paid in clause (ii) abovelast day of the related Collection Period; and
(xviii) any remaining amounts will be distributed to the Certificateholder, any remaining amountsCertificateholder by the Indenture Trustee.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3A Notes, the Class A‑2b A-3A Interest Distributable Amount and any outstanding Class A‑2b A-3A Interest Carryover Shortfall, to the Holders of the Class A‑3 A-3B Notes, the Class A‑3 A-3B Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover X-0X Xxxxxxxx Xxxxxxxxx Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3A Notes, Class A-3B Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3A Initial Principal Balance, the Class A-3B Initial Principal Balance and the Class A-4 Initial Principal Balance, respectively;
(iv) to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));
(v) to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfall;draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f)); and
(vi) any remaining funds will be distributed to the Holders of Certificateholder by the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsIndenture Trustee.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-3A Initial Principal Balance together with all interest accrued thereon through such date; (iiiv) the Class A‑2a A-3B Notes are required to be paid in full on or before the Class A‑2a A-3B Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-3B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-3B Initial Principal Balance together with all interest accrued thereon through such date, ; and (iiiv) the Class A‑2b A-4 Notes are required to be paid in full on or before the Class A‑2b A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to -------------------------- Section 5.06(c8.02(b), on each Payment Date and on any Termination Date, to the extent funds are available in the Note Payment Account, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee pursuant to the Servicer, to the extent not previously retained by the Servicer) 's Monthly Statement (except as provided in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:Section 5.05(b)):
(i) to the Servicer, an amount equal to the Basic Servicing Fee Compensation (including net of (1) any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement, (2) any amounts representing income or gain form investments credited to the Collection Account and paid to the Servicer pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement and (3) the Indenture Trustee Fee, which shall be paid to the Indenture Trustee) and all unpaid Basic Servicing Fees Compensation from one or more prior Collection Due Periods);
(ii) on a to the extent of funds withdrawn from the Pre-Funding Account and deposited in the Note Payment Account by the Indenture Trustee pursuant to Section 5.02(b)(2) of the Sale and Servicing Agreement (net of any amount deposited in the Certificate Distribution Account from the Note Payment Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(2) of the Sale and Servicing Agreement), (A) if such amount deposited in the Note Payment Account is greater than $50,000 or an Indenture Event of Default has occurred, pro rata basis (based on amounts due and payable to each party)rata, to the Owner TrusteeHolders of Notes of each Class, based on the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to Class Principal Balance of each such party Class, in accordance with each case to reduce the terms Class Principal Balance of each such Class; or (B) if no Indenture Event of Default has occurred and such amount deposited in the Note Payment Account is less than or equal to $50,000 sequentially to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, in reduction of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar yearClass Principal Balances thereof;
(iii) on a pro rata basis (based on to the amounts distributable pursuant to this clause to each such class extent of the Class A Notes)Regular Payment Amount for such Payment Date, in the following order of priority:
(A) to the Holders of the Class A‑1 Senior Notes, the Senior Noteholders' Interest Payment Amount for such Payment Date, allocated to each Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Senior Notes, pro rata, based on the outstanding principal amounts amount of each of those classes of notes, until the principal amount interest payable in respect of each such note is reduced to zero, (iii) to Class based on the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amountapplicable Interest Rate;
(vB) to the Holders of the Class B M-1 Notes, the Class B M-1 Noteholders' Interest Distributable Payment Amount and any outstanding Class B Interest Carryover Shortfallfor such Payment Date;
(vi) sequentially, (iC) to the Holders of the Class A‑1 Notes until M-2 Notes, the principal amount Class M-2 Noteholders' Interest Payment Amount for such Payment Date;
(D) to the Holders of the Class A-1 Notes is A-1, Class A-2, Class A- 3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the respective Class Principal Balances thereof are reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances of the Senior Notes to the Senior Optimal Principal Balance for such Payment Date;
(ii)E) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class A‑2a Notes and M-1 Optimal Principal Balance for such Payment Date;
(F) to the Holders of the Class A-2b M-2 Notes, pro ratathe amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
(G) to the Holders of the Class M-1 Notes, based the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(H) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full; Notwithstanding the foregoing, on any Payment Date on which a Trigger Event has occurred and is continuing, any Regular Payment Amount applied pursuant to clause (D) above will be paid to the outstanding principal amounts holders of each of those classes of notesthe Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, without regard to the Senior Optimal Principal Balance, until the principal amount of each such note is respective Class Principal Balances thereof have been reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, .
(iv) to the Class A‑4 Notes until the principal amount extent of the Class A‑4 Notes is reduced to zero and Excess Spread, if any, in the following order of priority:
(vA) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, in an amount equal to the Second Priority Principal Distribution Overcollateralization Deficiency Amount;, if any, as follows:
(vii1) to the Reserve AccountHolders of the Class A-1, if Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Daterespective Class Principal Balances thereof are reduced to zero, the amount necessary to cause reduce the balance aggregate of funds therein the Class Principal Balances thereof to equal the Specified Reserve Account BalanceSenior Optimal Principal Balance for such Payment Date;
(viii) sequentially, (i2) to the Holders of the Class A‑1 Notes until M-1 Notes, the principal amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date; and
3) to the Holders of the Class A-1 Notes is reduced M-2 Notes, the amount necessary to zero, (ii), reduce the Class Principal Balance thereof to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each M-2 Optimal Principal Balance for such note is reduced to zero, Payment Date;
(iiiB) to the Class A‑3 Notes until the principal amount Holders of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B M-1 Notes, the applicable Deferred Amount, if any, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not Deferred Amount has been paid in clause (ii) abovefull; and
(xC) to the CertificateholderHolders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full. Notwithstanding the foregoing, on any Payment Date on which a Trigger Event has occurred and is continuing, any remaining amountsExcess Spread applied pursuant to clause (A)(1) above will be paid to the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8, in that order, without regard to the Senior Optimal Principal Balance, until the respective Class Principal Balances thereof have been reduced to zero.
(cb) Notwithstanding On the provisions Payment date on which an early redemption or termination pursuant to Section 11.02(a) or Section 11.02(b) of Section 5.06(b)the Sale and Servicing Agreement is to occur, after an Event of Default occurs that results to the extent funds are available in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Note Payment DateAccount, the Indenture Trustee shall make the following payments and distributions from the Collection Note Payment Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Periodpriority:
(i1) to the Servicer, an amount equal to the Basic Servicing Fee (including any Compensation and all paid and unpaid Basic Servicing Fees Compensation from one or more prior Collection Due Periods);
(ii2) to the holders of the Notes, all accrued and unpaid interest on each Class of Notes and an amount equal to the aggregate of the then outstanding Class Principal Balances of each Class of Notes; and
(3) to the holders of the Class M-1 and Class M-2 Notes, in that order, the applicable Deferred Amounts, until each such Deferred Amount has been paid in full.
(c) On each Payment Date and the Termination Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.05(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Indenture Co-Owner Trustee and or the Asset Representations ReviewerPaying Agent, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes)as applicable, to make the Holders of distributions from the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default Certificate Distribution Account as required pursuant to Section 5.01(b5.05(c) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; Sale and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateServicing Agreement.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Principal Distribution Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Period:
(i) from Available Collections:
(iA) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiB) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiiC) to the Class A‑3 Notes until Principal Distribution Account, the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viiD) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; and
(E) any remaining amounts will be distributed to the Certificateholder.
(ii) from the amounts deposited into the Principal Distribution Account from the allocations of principal described in clause (i)(C) above, the Issuer will pay principal of the Securities in the following priority:
(A) to the Holders of Class A-1 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance;
(viiiB) sequentiallyto the Holders of Class A-2 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-2 Initial Principal Balance;
(iC) to the Holders of Class A-3 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-3 Initial Principal Balance;
(D) to the Holders of Class A-4 Notes, until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-4 Initial Principal Balance; and
(E) after the total amount paid to Holders of the Class A‑1 A-4 Notes until in respect of principal from the principal amount of the Class A-1 Notes Closing Date is reduced to zero, (ii), equal to the Class A-2a Notes and the Class A-2b NotesA-4 Initial Principal Balance, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not remaining funds will be paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal amount of each such from the Closing Date is equal to the Class of Notes is reduced to zeroA-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(viv) after the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Holders of the Class B NotesA-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class B Interest Distributable Amount A-3 Initial Principal Balance, and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B NotesA-4 Initial Principal Balance, until the principal amount of the Class B Notes is reduced to zero; and
(vii) respectively, any remaining funds will be paid to the Certificateholder, any remaining funds.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date or is the Redemption Date for a Class of Notes, amount available to be paid thereto pursuant to Sections 5.06(c)(i)(C) and 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance 41 together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d), (e) and (h), on each Payment DateDistribution Date (except the Distribution Date occurring on September 8, 2003 with respect to the Class A-1 Notes), the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore (as Available Collections:such amounts may have been reduced by any distributions made on September 8, 2003):
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above);
(ivi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distributable Amount for such Distribution Amount;
Date, from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificates' Principal Distributable Amount, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced from Available Amounts (after giving effect to zero, any reduction in Available Amounts described in clauses (iii) through (vii) above) and to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroCertificateholders, (iv) amounts payable, if any, by such Swap Counterparty to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced Issuer pursuant to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;such Swap Agreement; and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:Period (as such amounts may have been reduced by any distributions made on September 8, 2003):
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 NotesA-4 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above) and to the Certificateholders, amounts payable, if any, by such Swap Counterparty to the Issuer pursuant to such Swap Agreement; and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on or after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period (as such amounts may have been reduced by any distributions made on September 8, 2003):
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above) and to the Certificateholders, amounts payable, if any, by such Swap Counterparty to the Issuer pursuant to such Swap Agreement; and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Seller.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c) and (h); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(fh) The rights On the Class A-1 Final Scheduled Distribution Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Collection Account and, if necessary, the Reserve Account, and distribute to Class A-1 Noteholders by 10:00 a.m. (New York time), an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class A-1 Notes as of Final Scheduled Distribution Date with respect to the Class A-1 Notes, and (ii) the amount necessary to reduce the Outstanding Amount of the Certificateholder Class A-1 Notes to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Noteszero, only to the extent provided in this Agreement of available funds on such day and to the other Basic Documentsextent that such funds would have been available to make such payments had the payments been made on the Distribution Date occurring on September 15, 2003 pursuant to Section 5.06(c), (d), or (e), as the case may be.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2002 C Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders and Certificateholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, reduction in Available Amounts described in clause (iii) above);
(v) to the Holders of the Class A‑3 NotesB Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall(iv) above);
(iv) sequentially, (ivi) to Holders of the Class A‑1 Notes A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above), until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vii) on each Distribution Date after the Class A-1 Notes have been paid in full, to the Class A‑2a Notes and A-2 Noteholders, an amount equal to the Class A-2b NotesNoteholders' Principal Distributable Amount for such Class, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal such amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes through (vi) above), until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and zero;
(ivviii) on each Distribution Date after the Class A-2 Notes have been paid in full, to the Class A‑4 Notes A-3 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above), until the principal amount of the Class A‑4 A-3 Notes is reduced to zero;
(ix) on each Distribution Date after the Class A-3 Notes have been paid in full, to the Class B Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Class, such amount to be paid from Available Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivviii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notesabove), until the principal amount of the Class B Notes is reduced to zero;
(x) to the Class C Certificateholders, an amount equal to the Second Priority Principal Distribution AmountCertificateholders' Interest Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (ix) above);
(viixi) on each Distribution Date after the Class B Notes have been paid in full, to the Class C Certificateholders, an amount equal to the Certificateholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (x) above), until the principal amount of the Class C Certificates is reduced to zero;
(xii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (xi) above);
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiixiii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroD Certificateholders, an amount equal to the Regular Principal Distribution AmountCertificateholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (xii) above);
(ixxiv) on a pro rata basis (based on amounts due and payable to each party)after the Class C Certificates have been paid in full, to the Owner TrusteeClass D Certificateholders, an amount equal to the Indenture Trustee and Certificateholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party reduction in accordance with the terms of the Basic Documents and not paid Available Amounts described in clause clauses (iiiii) through (xiii) above); and
(xxv) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Seller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescindedany Notes, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from Available Collections Amounts deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-2 Noteholders and the Class A‑4 NotesA-3 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders Class B Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) on each Distribution Date after the Class A Notes have been paid in full, to the Class B Noteholders, until the total amount paid to the Class B Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B Notes, until such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the principal Class C Certificateholders, an amount of equal to the Certificateholders' Interest Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on each Distribution Date after the Class B Notes have been paid in full, to the Class C Certificateholders, until the total amount paid to the Class C Certificateholders in respect of principal from the Closing Date is reduced equal to zerothe Original Certificate Balance of the Class C Certificates, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(x) to the Class D Certificateholders, an amount equal to the Certificateholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (ix) above);
(xi) after the Class C Certificates have been paid in full, to the Class D Certificateholders, an amount equal to the Certificateholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (x) above); and
(viixii) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining fundsto the Seller.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b5.01(c) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); PROVIDED, HOWEVER, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 B Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes B Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be, (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp /De)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders and Certificateholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, reduction in Available Amounts described in clause (iii) above);
(v) to the Holders of the Class A‑3 NotesB Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall(iv) above);
(iv) sequentially, (ivi) to Holders of the Class A‑1 Notes A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above), until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vii) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; providedClass, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed from Available Amounts (after giving effect to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.any reduction in
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Determination Distribution Date, the Servicer shall calculate: Relevant Trustee (i) based on information contained in, and as directed by, the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) Servicer’s Certificate delivered on or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on before the related Payment Determination Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods; 43 (NAROT 20[ ]-[ ] Sale and Servicing Agreement);
(ii) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from any remaining Available Amounts;]
(iii) [on a pro rata basis basis, (based on amounts due and payable to each party), A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Distribution Date, and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) B)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2[a] Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, [to the Holders of the Class A‑2b NotesA-2b Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, for such Class,] to the Holders of the Class A‑3 NotesA-3 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall for such Class, and to the Holders of the Class A‑4 NotesA-4 Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(iv) sequentially[to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amount to be paid from any remaining Available Amounts;]
(iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes A-2 Noteholders (pro rata among the Class A-2a Noteholders and the Class A-2b NotesNoteholders), pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders, until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal [and] then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B NotesA-4 Noteholders, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, (ii), to the Class A‑2a Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) then to the Class B NotesNoteholders, until the principal amount of the Class B Notes is reduced to zero, ,] an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts;
(viivi) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause increase the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;
(vii) [to the Swap Counterparty, any Subordinated Swap Termination Payments for such Distribution Date, to the extent of Available Amounts;]
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes Indenture Trustee and the Class A-2b NotesCalculation Agent, pro rataas applicable, based on the outstanding principal amounts of each of those classes of notesany accrued and unpaid fees, until the principal amount of each such note is reduced to zeroexpenses and indemnity payments, (iii) as applicable, due pursuant to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zeroIndenture, (iv) but only to the Class A‑4 Notes until extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the principal amount of the Class A‑4 Notes is reduced Administrator and have been outstanding for at least sixty (60) days, such amounts to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
be paid from any remaining Available Amounts; (ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee any accrued and the Asset Representations Reviewerunpaid fees, the Trustee and Reviewer Fees and any expenses and indemnification then indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and payable have been outstanding for at least sixty (60) days, such amounts to each such party in accordance with the terms of the Basic Documents and not be paid in clause (ii) above; andfrom any remaining Available Amounts;
(x) to the CertificateholderAsset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining amountsAvailable Amounts; and
(xi) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders.
(cb) Notwithstanding the provisions any other provision of Section 5.06(b5.06(a), after following the occurrence and during the continuation of an Event of Default occurs that results which has resulted in the an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the apply all amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited on deposit in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b5.04(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateIndenture.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above); (iNissan 2003-A Sale and Servicing Agreement)
(vi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distributable Amount for such Distribution Amount;
Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders' Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods); (Nissan 2003-A Sale and Servicing Agreement)
(iv) to the Class A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(iiv) to the Owner TrusteeClass A-1 Noteholders, until the Indenture Trustee total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 NotesA-4 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on or after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (Nissan 2003-A Sale and Servicing Agreement)
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the (Nissan 2003-A Sale and Servicing Agreement) 42 Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Seller.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2003-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.10, to such Currency Swap Counterparty, except on any Distribution Date that occurs after the Notes and are accelerated, the Class A-2b NotesCertificateholders’ Principal Distributable Amount, pro rata, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.10, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above); and
(viii) any Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class of Notes is reduced and to zerothe Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the principal total amount of paid to the Class B Notes A-2 Noteholders in respect of principal from the Closing Date is reduced equal to zero; andthe Original Principal Amount for the Class A-2Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders , until the total amount paid to the Class A-3 Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to the Class A-4 Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.10, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Certificateholders.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for their related Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for their related Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateAmount for their related Class, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2009-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes and the rights of the Swap Counterparty to be paid the Swap Termination Payments under the Interest Rate Swap Agreement, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as (d) or (e), the case may be; (ii) amount of the amount, if any, Net Swap Payments and Swap Termination Payments to be withdrawn from or required paid to be deposited into the Reserve Account; Swap Counterparty and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date;
(v) on a pro rata basis (based on amounts due and payable to each party)based, to for the Owner TrusteeNoteholders, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), (A) to the Swap Counterparty, any Senior Swap Termination Payments for such class of Distribution Date, and (B) to the Class A Notes)A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Holders of the Class A‑1 NotesA-2 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-3 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-4 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(vi) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders’ Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above);
(ivii) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viiviii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
Balance with respect to such Distribution Date, such amounts to be paid from Available Amounts (viii) sequentially, (i) after giving effect to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvi) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountabove);
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner TrusteeSwap Counterparty, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each Subordinated Swap Termination Payments for such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; andDistribution Date;
(x) to the CertificateholderCertificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, except on any Distribution Date that occurs after the Class A Notes are accelerated, the Certificateholders’ Principal Distributable Amount, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above); and
(xi) any Available Amounts remaining amountsafter giving effect to the foregoing, to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeSwap Counterparty, the Indenture Trustee and the Asset Representations ReviewerNet Swap Payment, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each if any, for such party in accordance with the terms of the Basic Documents, Distribution Date;
(v) on a pro rata basis (based on amounts due and payable to each party);
(iii) to based, for the Holders of the Class A Notes (pro rata basedNoteholders, on the amounts distributable pursuant to this clause to each Class of Noteholders), (A) to the Swap Counterparty, any Senior Swap Termination Payments for such class of Distribution Date, and (B) to the Class A A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(vi) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vii) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Holders of Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(viii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover ShortfallA-3 Noteholders, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(ix) to the Swap Counterparty, any Subordinated Swap Termination Payments for such Distribution Date;
(x) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(xi) any Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Class Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Notes is reduced Advances required to zerobe reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date;
(v) on a pro rata basis (based, for the Noteholders, on the amounts distributable pursuant to this clause to each Class of Noteholders), (A) to the Holders of Swap Counterparty , any Senior Swap Termination Payments for such Distribution Date, and (B) to the Class B NotesA-1 Noteholders, the Class B Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(vi) to the Holders of the Class B NotesA-1 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-1 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) and clause (iv) above);
(vii) to the CertificateholderClass A-2 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-2 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(viii) to the Class A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(ix) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(x) to the Swap Counterparty, any Subordinated Swap Termination Payments for such Distribution Date;
(xi) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(xii) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Certificateholders.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED CASH FLOW ALLOCATIONS.] Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 [_______] in any calendar year;
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, ,] to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall[, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerReviewer [and the Administrator] [and the Swap Counterparty], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts [and, in the case of the Swap Counterparty, swap termination payments] then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above [or, in the case of the Swap Counterparty, clause (iii) above]; and
(x) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED EVENT OF DEFAULT CASH FLOW ALLOCATIONS.] Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents;
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] to the Holders of the Class A Notes, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, ,] to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall[, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2[a] Notes, [the Class A-2b Notes, ,] the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and;
(vii) [to the Swap Counterparty, the amount of any swap termination payments due to it and not paid in clause (iii) above;] and
(viii) any remaining funds, to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2[a] Notes are required to be paid in full on or before the Class A‑2a A-2[a] Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2[a] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2[a] Initial Principal Balance together with all interest accrued thereon through such date, [(iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, ,] (iv[iii][iv]) the Class A‑3 A-3 Notes are required to be paid in full on or before the Class A‑3 A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 A-3 Initial Principal Balance together with all interest accrued thereon through such date; (v[iv][v]) the Class A‑4 A-4 Notes are required to be paid in full on or before the Class A‑4 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) Lease Payment Deposit with respect to the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; related Distribution Date and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiClass), to the Class A‑2a Notes and A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-2b NotesA-2 Noteholders, pro ratathe Noteholders' Interest Distributable Amount for such Class, based on to the outstanding principal Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amountabove);
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroNoteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
from Available Amounts (f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.after
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2001-a Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c8.02(b), on each Payment Date and on any Termination Date, to the extent funds are available in the Note Payment Account, the Indenture Trustee shall make the following payments and distributions from pursuant to the Collection Account Servicer's Monthly Statement (after payment of the Supplemental Servicing Fee except as provided in Section 5.05(b)):
(i) to the Servicer, an amount equal to the Servicing Compensation (net of (1) any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement, (2) any amounts representing income or gain from investments credited to the Collection Account and paid to the Servicer pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement and (3) the Indenture Trustee Fee, which shall be paid to the Indenture Trustee) and all unpaid Servicing Compensation from prior Due Periods;
(ii) to the extent not previously retained of funds withdrawn from the Pre-Funding Account and deposited in the Note Payment Account by the ServicerIndenture Trustee pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement (net of any amount deposited in the Certificate Distribution Account from the Note Payment Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(2) of the Sale and Servicing Agreement), (A) if such amount deposited in the Note Payment Account is greater than $50,000 or an Indenture Event of Default has occurred, pro rata, to the Holders of Notes of each class, based on the Class Principal Balance of each such Class, in each case to reduce the Class Principal Balance of each such Class; or (B) if no Indenture Event of Default has occurred and such amount deposited in the Note Payment Account is less than or equal to $50,000 sequentially to the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class A-9 Notes, in that order, in reduction of the Class Principal Balances thereof;
(iii) to the extent of the Regular Payment Amount for such Payment Date, in the following order of priority and in priority:
(A) to the amounts set forth in Holders of the Servicer’s Certificate Senior Notes, the Senior Noteholders' Interest Payment Amount for such Payment Date, allocated to each Class of Senior Notes, pro rata, based on the amount of interest payable in respect of each such Class based on the applicable Interest Rate;
(B) to the Holders of the Class M-1 Notes, the Class M-1 Noteholders' Interest Payment Amount for such Payment Date;
(C) to the Holders of the Class M-2 Notes, the Class M-2 Noteholders' Interest Payment Amount for such Payment Date;
(D) to the Holders of the Class B-1 Notes, the Class B-1 Noteholder's Interest Payment Amount from such Payment Date;
(E) to the Holders of the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class A-9 Notes, in that order, until the respective Class Principal Balances thereof have been reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances of the Senior Notes to the Senior Optimal Principal Balance for such Payment Date;
(F) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date;
(G) to the Holders of the Class M-2 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
(H) to the Holders of the Class B-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class B-1 Optimal Principal Balance for such Payment Date;
(I) to the Holders of the Class M-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(J) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full; providedand
(K) to the Holders of the Class B-1 Notes, howeverthe applicable Deferred Amount, that if any, until such payments and distributions shall be made only from those funds deposited Deferred Amount has been paid in full.
(iv) to the extent of the Excess Spread, if any, in the Collection following order of priority:
(A) in an amount equal to the Overcollateralization Deficiency Amount, if any, as follows:
1) to the Holders of the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class A-9 Notes, in that order, until the respective Class Principal Balances thereof are reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances thereof to the Senior Optimal Principal Balance for such Payment Date;
2) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date;
3) to the Holders of the Class M-2 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
4) to the Holders of the Class B-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class B-1 Optimal Principal Balance for such Payment Date;
(B) to the Holders of the Class M-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(C) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full; and
(D) to the Holders of the Class B-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full.
(b) On the Payment Date on which an early redemption or termination pursuant to Section 11.02 of the Sale and Servicing Agreement is to occur, to the extent funds are available in the Note Payment Account, the Indenture Trustee shall make the following payments from the Note Payment Account for in the related Collection Period and available therefore as Available Collectionsfollowing order of priority:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount Servicing Compensation and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes all paid and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions unpaid Servicing Compensation from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Due Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms holders of the Basic DocumentsNotes, all accrued and unpaid interest on a pro rata basis (based on amounts due each Class of Notes and payable an amount equal to the aggregate of the then outstanding Class Principal Balances of each party);Class of Notes; and
(iii) to the Holders holders of the Class A Notes (pro rata basedM-1, on Class M-2 and Class B-1 Notes, in that order, the amounts distributable pursuant to this clause to applicable Deferred Amounts, until each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Deferred Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundshas been paid in full.
(dc) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on On each Payment Date instruct and the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the NotesTermination Date, to the extent provided of the interest of the Indenture Trustee in this Agreement the Certificate Distribution Account (as described in Section 5.05(a) of the Sale and Servicing Agreement), the other Basic DocumentsIndenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Section 5.05(c) of the Sale and Servicing Agreement.
Appears in 1 contract
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero, (iv) then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero zero, and (v) then to the Class B Notes, A-4 Noteholders until the principal amount of the Class B A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, except on any Distribution Date that occurs after the Notes and are accelerated, the Class A-2b NotesCertificateholders’ Principal Distributable Amount, pro rata, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders’ Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover ShortfallA-3 Noteholders, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Notes is reduced Noteholders), to zerothe Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) and any outstanding Class B Interest Carryover Shortfallclause (iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Certificateholders.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the [Class A-1] Noteholders to receive distributions in respect of the [Class A-1] Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders and Certificateholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, reduction in Available Amounts described in clause (iii) above);
(v) to the Holders of the Class A‑3 NotesB Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall(iv) above);
(iv) sequentially, (ivi) to Holders of the Class A‑1 Notes A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above), until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vii) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (vafter giving effect to any reduction in Available Amounts described in clauses (iii) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
through (vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;
(viii) on the Distribution Date on which the Class A-2 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above), until the principal amount of the Class A-3 Notes is reduced to zero;
(viiix) to the Class C Certificateholders, an amount equal to the Certificateholders' Interest Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(x) on each Distribution Date after the Class B Notes have been paid in full, to the Class C Certificateholders, an amount equal to the Certificateholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (ix) above), until the principal amount of the Class C Certificates is reduced to zero;
(xi) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (x) above);
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iiixii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroD Certificateholders, an amount equal to the Regular Principal Distribution AmountCertificateholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (xi) above);
(ixxiii) on a pro rata basis [to the Class D Certificateholders, an amount equal to the Class D Certificateholders' Pro Rata Monthly Principal Distributable Amount, such amount to be paid from Available Amounts (based on amounts due and payable after giving affect to each partythe reduction in Available Amounts described in clauses (iii) through (xii) above);]
(xiv) after the Class C Certificates have been paid in full, to the Owner TrusteeClass D Certificateholders, an amount equal to the Indenture Trustee and Certificateholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party reduction in accordance with the terms of the Basic Documents and not paid Available Amounts described in clause clauses (iiiii) through (xiii) above); and
(xxv) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Seller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescindedany Notes, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class after giving effect to any reduction in Available Amounts described in clause (iii) above;
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above;
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-2 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a NotesA-3 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clauses (iii) through (v) above);
(ivvii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-2 Noteholders and the Class A‑4 NotesA-3 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class B Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on each Distribution Date after the Class A Notes have been paid in full, to the Class B Noteholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Class B Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B Notes, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(x) to the Class B C Certificateholders, an amount equal to the Certificateholders' Interest Distributable Amount and for such Class, such amount to be paid from Available Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfallreduction in Available Amounts described in clauses (iii) through (ix) above);
(vixi) to the Holders of the Class B Notes, until the principal amount of on each Distribution Date after the Class B Notes have been paid in full, to the Class C Certificateholders, until the total amount paid to the Class C Certificateholders in respect of principal from the Closing Date is reduced equal to zerothe Original Certificate Balance of the Class C Certificates, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (x) above);
(xii) to the Class D Certificateholders, an amount equal to the Certificateholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (xi) above);
(xiii) after the Class C Certificates have been paid in full, to the Class D Certificateholders, an amount equal to the Certificateholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (xii) above); and
(viixiv) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining fundsto the Seller.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b5.01(c) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 B Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes B Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be, (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments, (iii) the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account; Account and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (iiii) to Holders of the Class A‑1 A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-2 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 A-3 Notes until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal and then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 A-4 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, either (ii), x) an amount sufficient to reduce the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the aggregate outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced Class A Notes to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority product of the Noteholders' Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds 2.25% as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;
(viiiv) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notesholder of the Revolving Liquidity Note, until the principal amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vi) to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vii) to the Certificateholder, except on any Payment Date that occurs after the Class B A Notes is reduced are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds 2.25%, an amount sufficient to zero, reduce the aggregate outstanding principal balance of the Certificate to an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to product of the Owner Trustee, the Indenture Trustee Subordinated Seller's Interest Percentage and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms Pool Balance as of the Basic Documents and not paid in clause (ii) abovelast day of the related Collection Period; and
(xviii) any remaining amounts will be distributed to the Certificateholder, any remaining amounts.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(iv) to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));
(v) to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfall;draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f)); and
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) any remaining funds to the Certificateholder, any remaining funds.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iii) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the [Class A-1] Noteholders to receive distributions in respect of the [Class A-1] Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the [Allocable Principal, the] Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class class and the Certificateholder Certificateholders of each class pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; (e) and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b); 42 (Sale and Servicing Agreement)
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, reduction in Available Amounts described in clause (iii) above);
(v) to the Holders of the Class A‑3 NotesB Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall(iv) above);
(iv) sequentially, (ivi) to Holders of the Class A‑1 Notes A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above), until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vii) [on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (vafter giving effect to any reduction in Available Amounts described in clauses (iii) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
through (vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;]
(viii) [on the Distribution Date on which the Class A-2 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-3 Notes is reduced to zero;]
(ix) [to the Class C Certificateholders, an amount equal to the Regular Principal Distribution Amount;
Certificateholders' Interest Distributable Amount for such Class, such amount to be paid from Available Amounts (ixafter giving effect to any reduction in Available Amounts described in clauses (iii) on a pro rata basis through (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (iiviii) above; and);]
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, [on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (Distribution Date after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) have been paid in full, to the CertificateholderClass C Certificateholders, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Certificateholders' Principal Balance together with all interest accrued thereon through Distributable Amount for such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateClass, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed from Available Amounts (after giving effect to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate any reduction in accordance with the Indenture or the Trust Available Amounts described in clauses 43 (Sale and Servicing Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.)
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above); (iNissan 2003-B Sale and Servicing Agreement)
(vi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distributable Amount for such Distribution Amount;
Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders' Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods); (Nissan 2003-B Sale and Servicing Agreement)
(iv) to the Class A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(iiv) to the Owner TrusteeClass A-1 Noteholders, until the Indenture Trustee total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 NotesA-4 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on or after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (Nissan 2003-B Sale and Servicing Agreement)
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the (Nissan 2003-B Sale and Servicing Agreement) 42 Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Seller.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2003-B Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above);
(ivi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distributable Amount for such Distribution Amount;
Date (after giving effect to any reduction in Noteholders' Principal Distributable Amount described in clause (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), such amounts to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced be paid from Available Amounts (after giving effect to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and through (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountabove);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders' Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover ShortfallA-3 Noteholders, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on or after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Seller.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2004-a Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfallreduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesA-2 Noteholders, until the principal amount of the Class B A-2 Notes is reduced to zero, and then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (vi) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, except on any Distribution Date that occurs after the Notes and are accelerated, the Class A-2b NotesCertificateholders’ Principal Distributable Amount, pro rata, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsCertificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount for such Class, and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above;
(ivv) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) to the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-2 Noteholders and the Class A‑4 NotesA-3 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vi) above); and
(viii) any Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Notes is reduced Noteholders), to zerothe Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount and such amounts to be paid from Available Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfallreduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the principal total amount of paid to the Class B Notes A-2 Noteholders in respect of principal from the Closing Date is reduced equal to zero; andthe Original Principal Amount for the Class A-2 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to the Class A-3 Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Certificateholders.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for their related Class, together with all interest accrued thereon through such date, ; and (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance together with all interest accrued thereon through such dateAmount for their related Class, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2009-1 Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiClass), to the Class A‑2a Notes and A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-2b NotesA-2 Noteholders, pro ratathe Noteholders' Interest Distributable Amount for such Class, based on to the outstanding principal Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class, such amounts of each of those classes of notes, to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes thereof is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2004-B Owner Trust)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) Lease Payment Deposit with respect to the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; related Distribution Date and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentiallyabove), (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;
(vii) on the Distribution Date on which the Class A-2 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of the Class A-3 Notes is reduced to zero;
(viii) on the Distribution Date on which the Class A-3 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-4 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above), until the principal amount of the Class A-4 Notes is reduced to zero;
(ix) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(viiix) sequentially, (i) to Holders of on the Class A‑1 Distribution Date on which the Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)have been paid in full and on each Distribution Date thereafter, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroCertificateholders, an amount equal to the Regular Certificateholders' Principal Distribution Distributable Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.from
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Ii 2001-C Owner Trust)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) [NOTE: DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED CASH FLOW ALLOCATIONS.] Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and Trustee[,] [and] the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator] and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 [___] in any calendar year;
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, ,] to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall[, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A-2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and Trustee[,] [and] the Asset Representations ReviewerReviewer [and the Administrator] [and the Swap Counterparty], the Trustee and Reviewer Fees [and fees owned to the Administrator] and any expenses and indemnification amounts [and, in the case of the Swap Counterparty, swap termination payments] then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above [or, in the case of the Swap Counterparty, clause (iii) above]; and
(x) to the Certificateholder, any remaining amounts.
(c) [NOTE: DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED EVENT OF DEFAULT CASH FLOW ALLOCATIONS.] Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and Trustee[,] [and] the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover ShortfallShortfall [, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A‑2[a] Notes, [the Class A-2b Notes, ,] the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; ;
(vii) [to the Swap Counterparty, the amount of any swap termination payments due to it and not paid in clause (iii) above;] and
(viiviii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2[a] Notes are required to be paid in full on or before the Class A‑2a A-2[a] Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2[a] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2[a] Initial Principal Balance together with all interest accrued thereon through such date, [(iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, ,] (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date Date, either, at the option of the Indenture Trustee, by check mailed to such Securityholder at the address of such Holder appearing in Securityholder as it appears on the Note Register, Register or herein (in the case of the Certificate) or by wire transfer (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders' Principal Distributable Amount, the Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as the case may be; (iid) the amountor (e), if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period Period: (Nissan 2005-A Sale and available therefore as Available Collections:Servicing Agreement)
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentially, above);
(ivi) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distributable Amount for such Distribution Amount;
Date (after giving effect to any reduction in Noteholders' Principal Distributable Amount described in clause (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), such amounts to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced be paid from Available Amounts (after giving effect to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and through (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountabove);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders' Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero above); and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;Nissan 2005-A Sale and Servicing Agreement)
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover ShortfallA-3 Noteholders, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such (Nissan 2005-A Sale and Servicing Agreement) amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available (Nissan 2005-A Sale and Servicing Agreement) Amounts (after giving effect to any outstanding Class B Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) and clause (iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining fundsafter giving effect to the foregoing, to the Seller.
(df) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders the Class A-3 Noteholders are entitled to have received on or before such date (Nissan 2005-A Sale and Servicing Agreement) payments in respect of principal in an aggregate amount equal to the Original Principal Amount for such Class, together with all interest accrued thereon through such date; and (iv) the Class A‑2b A-4 Notes are required to be paid in full on or before the Final Scheduled Distribution Date for such Class, meaning that the Class A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance together with all interest accrued thereon through Amount for such dateClass, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2005-a Owner Trust)
Payments and Distributions. (a) On each Determination Date, Prior to any acceleration of the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder Notes pursuant to Section 5.06(b) or 5.06(c), as 5.02 of the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c)Indenture, on each Payment DateDistribution Date [during the Amortization Period], the Indenture Relevant Trustee (based on information contained in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date) shall make the following payments deposits and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicerdistributions, to the extent not previously retained by of Available Amounts on deposit in the Servicer) Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collectionspriority:
(i) to the Servicer, the Basic Base Servicing Fee (including and any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from any remaining Available Amounts;]
(iii) [(A) on a pro rata basis (based on amounts due and payable to each party)basis, to the Owner TrusteeSwap Counterparty any Senior Swap Termination Payments for such Distribution Date, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) B)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of Class A-2 Noteholders [(pro rata between the Class A‑2a A-2a Notes and the Class A-2b Notes, if applicable)], the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, for such Class[,] [and] to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class [and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallfor such Class];
(iv) sequentially[the First Allocation of Principal, which will be allocated to pay principal first, to the Class A-1 Notes, until they have been paid in full, second, to the Class A-2 Notes (i) pro rata among the Class A-2a Notes and the Class A-2b Notes, if applicable), until they have been paid in full, third, to Holders the Class A-3 Notes, until they have been paid in full and fourth, to the Class A-4 Notes, until they have been paid in full, unless the maturity of the Notes has been accelerated following an event of default;][to the Class A‑1 Notes A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, (ii), then to the Class A‑2a Notes and the Class A-2b Notes, A-2 Noteholders (pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to rata between the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes), until the principal amount of the Class B A-2 Notes is reduced to zero, an amount equal then to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B NotesA-3 Noteholders, until the principal amount of the Class B A-3 Notes is reduced to zero; and, and then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, the Noteholders’ Principal Distributable Amount for such distribution date;]
(v) [to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for such class;]
(vi) [the Second Allocation of Principal, which will be allocated to pay principal to the Class B Notes, until they have been paid in full;]
(vii) [to the CertificateholderClass C Noteholders, any remaining funds.the Noteholders’ Interest Distributable Amount for such class;]
(dviii) For purposes [the Third Allocation of determining whether an Event of Default pursuant Principal, which will be allocated to Section 5.01(b) of pay principal to the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of C Notes, until they have been paid in full;]
(iix) [to the Class A-1 Notes are required D Noteholders, the Noteholders’ Interest Distributable Amount for such class;]
(x) [the Regular Allocation of Principal, which will be allocated to pay principal to the Notes, until they have been paid in full;]
(xi) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal from any remaining Available Amounts;
(xii) [to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through Swap Counterparty, any Subordinated Swap Termination Payments for such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Distribution Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement of Available Amounts;] (xiii) to the Indenture Trustee and the other Basic Documents.Calculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;
Appears in 1 contract
Samples: Sale and Servicing Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) Lease Payment Deposit with respect to the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; related Distribution Date and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (g), on each Payment DateDistribution Date (except the Distribution Date occurring on February 10, 2003 with respect to the Class A-1 Notes), the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentiallyabove), (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;
(vii) on the Distribution Date on which the Class A-2 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of the Class A-3 Notes is reduced to zero;
(viii) on the Distribution Date on which the Class A-3 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-4 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above), until the principal amount of the Class A-4 Notes is reduced to zero;
(ix) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(viiix) sequentially, (i) to Holders of on the Class A‑1 Distribution Date on which the Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)have been paid in full and on each Distribution Date thereafter, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroCertificateholders, an amount equal to the Regular Certificateholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (ix) on a pro rata basis (based on amounts due and payable to each partyabove), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xxi) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Seller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescindedany Notes, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-3 Noteholders and the Class A‑4 NotesA-4 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of each such Class of Notes is reduced to zero;
(vviii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Holders of the Class B NotesCertificateholders, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) an amount equal to the Holders of Certificateholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroreduction in Available Amounts described in clauses (iii) through (vii) above); and
(viiix) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining fundsto the Seller.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(fg) The rights of On the Certificateholder to receive distributions in Final Scheduled Distribution Date with respect of the Certificate shall be and hereby are subordinated to the rights of Class A-1 Notes, the Servicer shall instruct the Indenture Trustee to withdraw from the Collection Account and distribute to Class A-1 Noteholders to receive distributions in respect of the Notesby 10:00 a.m. (New York time), to the extent provided of available funds on such day and to the extent that such funds would have been available to make such payments had the payments been made on the next Distribution Date pursuant to Section 5.06(c), an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class A-1 Notes as of Final Scheduled Distribution Date with respect to the Class A-1 Notes, and (ii) the amount necessary to reduce the Outstanding Amount of the Class A-1 Notes to zero. It is understood and agreed that, with respect to the amounts to be distributed pursuant to this Section 5.06(g), the Servicer shall, to the extent necessary (i) deposit into the Collection Account any amounts received as payments by or on behalf of any Obligor (and not previously deposited into the Collection Account) on or prior to the Final Scheduled Distribution Date with respect to the Class A-1 Notes, (ii) make each calculation that would otherwise be made on a Determination Date (with appropriate adjustments) in this Agreement accordance with Section 4.08 on the Business Day immediately proceeding the Final Scheduled Distribution Date with respect to the Class A-1 Notes, (iii) on the Distribution Date immediately succeeding the Final Scheduled Distribution Date with respect to the Class A-1 Notes, make any adjustments to the Noteholders' Principal Distributable Amount, the Noteholders' Interest Distributable Amount and the any other Basic Documentsamount to be paid on such Distribution Date, and (iv) make any other calculation, adjustment or correction that may be required as a result of any payment made on such Final Scheduled Distribution Date with respect to Class A-1 Notes.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2002-a Owner Trust)
Payments and Distributions. (a) On each Determination Payment Date and on any Termination Date, to the Servicer shall calculate: (i) extent funds are available in the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Note Payment Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) except as provided in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:Section 5.05(b)):
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
Servicing Compensation (v) net of any amounts retained prior to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from into the Collection Account (after payment pursuant to Section 5.01(b)(1) of the Supplemental Sale and Servicing Fee to the ServicerAgreement) and all unpaid Servicing Compensation from prior Due Periods, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) paid pursuant to the Servicer, the Basic Sale and Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods)Agreement;
(ii) to the Indenture Trustee, for any amounts due under Section 6.07, and to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and for any expenses and indemnification amounts then due and payable to each such party in accordance with the terms under Section 8.01 of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party)Trust Agreement;
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 A Noteholders' Interest Distributable Payment Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallfor such Payment Date;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a M-1 Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding M-1 Noteholders' Interest Payment Amount of each for such Class of Notes), until the principal amount of each such Class of Notes is reduced to zeroPayment Date;
(v) to the Holders of the Class B M-2 Notes, the Class B M-2 Noteholders' Interest Distributable Payment Amount and any outstanding Class B Interest Carryover Shortfallfor such Payment Date;
(vi) to the Holders of the Class B A Notes, until from the principal Regular Principal Payment Amount, the amount of necessary to reduce the Class B Notes is reduced Principal Balance thereof to zero; andthe Class A Optimal Principal Balance for such Payment Date;
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) Holders of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of M-1 Notes, (i) from the Regular Principal Payment Amount, the amount necessary to reduce the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal Principal Balance thereof to the Class A‑1 Initial M-1 Optimal Principal Balance together with all interest accrued thereon through for such date; Payment Date;
(iiviii) to the Holders of the Class A‑2a Notes are required M-2 Notes, from the Regular Principal Payment Amount, the amount necessary to be paid in full on or before reduce the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal Principal Balance thereof to the Class A‑2a Initial M-2 Optimal Principal Balance together with all interest accrued thereon through for such date, Payment Date;
(iiiix) to the Holders of the Class A‑2b Notes are required to be M-1 Notes, the applicable Deferred Amounts, until any accrued Allocable Loss Amount has been paid in full on or before full; and
(x) to the Holders of the Class A‑2b Final Scheduled Payment DateM-2 Notes, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest applicable Deferred Amounts, until any accrued thereon through such date, (iv) the Class A‑3 Notes are required to be Allocable Loss Amount has been paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.full;
(eb) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on [RESERVED]
(c) On each Payment Date instruct and the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the NotesTermination Date, to the extent provided of the interest of the Indenture Trustee in this Agreement the Certificate Distribution Account (as described in Section 5.05 of the Sale and Servicing Agreement), the other Basic DocumentsIndenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Section 5.05 of the Sale and Servicing Agreement.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c8.02(b), on each Payment Date and on any Termination Date, to the extent funds are available in the Note Payment Account, the Indenture Trustee shall make the following payments and distributions from pursuant to the Collection Account Servicer's Monthly Statement (after payment of the Supplemental Servicing Fee except as provided in Section 5.05(b)):
(i) to the Servicer, an amount equal to the Servicing Compensation (net of (1) any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement, (2) any amounts representing income or gain from investments credited to the Collection Account and paid to the Servicer pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement and (3) the Indenture Trustee Fee, which shall be paid to the Indenture Trustee) and all unpaid Servicing Compensation from prior Due Periods;
(ii) to the extent not previously retained of funds withdrawn from the Pre-Funding Account and deposited in the Note Payment Account by the ServicerIndenture Trustee pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement (net of any amount deposited in the Certificate Distribution Account from the Note Payment Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(2) of the Sale and Servicing Agreement), (A) if such amount deposited in the Note Payment Account is greater than $50,000 or an Indenture Event of Default has occurred, PRO RATA, to the Holders of Notes of each class, based on the Class Principal Balance of each such Class, in each case to reduce the Class Principal Balance of each such Class; or (B) if no Indenture Event of Default has occurred and such amount deposited in the Note Payment Account is less than or equal to $50,000 sequentially to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, in reduction of the Class Principal Balances thereof;
(iii) to the extent of the Regular Payment Amount for such Payment Date, in the following order of priority and in priority:
(A) to the amounts set forth in Holders of the Servicer’s Certificate Senior Notes, the Senior Noteholders' Interest Payment Amount for such Payment Date, allocated to each Class of Senior Notes, PRO RATA, based on the amount of interest payable in respect of each such Class based on the applicable Interest Rate;
(B) to the Holders of the Class M-1 Notes, the Class M-1 Noteholders' Interest Payment Amount for such Payment Date;
(C) to the Holders of the Class M-2 Notes, the Class M-2 Noteholders' Interest Payment Amount for such Payment Date;
(D) to the Holders of the Class B-1 Notes, the Class B-1 Noteholder's Interest Payment Amount from such Payment Date;
(E) to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the respective Class Principal Balances thereof have been reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances of the Senior Notes to the Senior Optimal Principal Balance for such Payment Date;
(F) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date;
(G) to the Holders of the Class M-2 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
(H) to the Holders of the Class B-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class B-1 Optimal Principal Balance for such Payment Date;
(I) to the Holders of the Class M-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(J) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full; providedand
(K) to the Holders of the Class B-1 Notes, howeverthe applicable Deferred Amount, that if any, until such payments and distributions shall be made only from those funds deposited Deferred Amount has been paid in full.
(iv) to the extent of the Excess Spread, if any, in the Collection following order of priority:
(A) in an amount equal to the Overcollateralization Deficiency Amount, if any, as follows:
1) to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Notes, in that order, until the respective Class Principal Balances thereof are reduced to zero, the amount necessary to reduce the aggregate of the Class Principal Balances thereof to the Senior Optimal Principal Balance for such Payment Date;
2) to the Holders of the Class M-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-1 Optimal Principal Balance for such Payment Date;
3) to the Holders of the Class M-2 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class M-2 Optimal Principal Balance for such Payment Date;
4) to the Holders of the Class B-1 Notes, the amount necessary to reduce the Class Principal Balance thereof to the Class B-1 Optimal Principal Balance for such Payment Date;
(B) to the Holders of the Class M-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full;
(C) to the Holders of the Class M-2 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full; and
(D) to the Holders of the Class B-1 Notes, the applicable Deferred Amount, if any, until such Deferred Amount has been paid in full.
(b) On the Payment Date on which an early redemption or termination pursuant to Section 11.02 of the Sale and Servicing Agreement is to occur, to the extent funds are available in the Note Payment Account, the Indenture Trustee shall make the following payments from the Note Payment Account for in the related Collection Period and available therefore as Available Collectionsfollowing order of priority:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount Servicing Compensation and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes all paid and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions unpaid Servicing Compensation from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Due Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms holders of the Basic DocumentsNotes, all accrued and unpaid interest on a pro rata basis (based on amounts due each Class of Notes and payable an amount equal to the aggregate of the then outstanding Class Principal Balances of each party);Class of Notes; and
(iii) to the Holders holders of the Class A Notes (pro rata basedM-1, on Class M-2 and Class B-1 Notes, in that order, the amounts distributable pursuant to this clause to applicable Deferred Amounts, until each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Deferred Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundshas been paid in full.
(dc) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on On each Payment Date instruct and the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the NotesTermination Date, to the extent provided of the interest of the Indenture Trustee in this Agreement the Certificate Distribution Account (as described in Section 5.05(a) of the Sale and Servicing Agreement), the other Basic DocumentsIndenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Section 5.05(c) of the Sale and Servicing Agreement.
Appears in 1 contract
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; Servicing Payment Deposit and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentiallyabove), (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of A-2 Notes is reduced to zero;
(vvii) to on the Holders of Distribution Date on which the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be have been paid in full and on or before each Distribution Date thereafter, to the Class A‑1 Final Scheduled Payment DateA-3 Noteholders, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Noteholders' Principal Balance together with all interest accrued thereon through Distributable Amount, such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed from Available Amounts (after giving effect to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate any reduction in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.Available Amounts described
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp /De)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED CASH FLOW ALLOCATIONS.] Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2[a] Notes, the Class A‑2a A-2[a] Interest Distributable Amount and any outstanding Class A‑2a A-2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover X-0x Xxxxxxxx Xxxxxxxxx Shortfall, ,] to the Holders of the Class A‑3 A-3 Notes, the Class A‑3 A-3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero and (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(viv) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(viv) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a A-2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(viivi) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiivii) sequentially, (i) to Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a A-2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Class A‑3 A-3 Notes until the principal amount of the Class A‑3 A-3 Notes is reduced to zero, (iv) to the Class A‑4 A-4 Notes until the principal amount of the Class A‑4 A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ixviii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, Reviewer the Trustee amount of any [monthly][quarterly] fees and Reviewer Fees and any expenses and indemnification then due and Receivables review fees payable to each such party the Asset Representations Reviewer in accordance with the terms excess of the Basic Documents and not paid in clause (ii) above$[____]; and
(xix) any remaining amounts, to the Certificateholder, any remaining amounts.
(c) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED EVENT OF DEFAULT CASH FLOW ALLOCATIONS.] Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerIndenture Trustee, the Trustee and Reviewer Fees and any fees, expenses and indemnification amounts then due owed to the Owner Trustee and the Indenture Trustee, respectively, to the extent not paid by the Servicer or the Sponsor, and any [monthly][quarterly] fees, to the extent not paid by the Servicer or the Sponsor, and Receivables review fees payable to each such party in accordance with the terms Asset Representations Reviewer up to an aggregate amount of the Basic Documents, $[____];
(iii) on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2[a] Notes, the Class A‑2a A-2[a] Interest Distributable Amount and any outstanding Class A‑2a A-2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b A-2b Notes, the Class A‑2b A-2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover X-0x Xxxxxxxx Xxxxxxxxx Shortfall, ,] to the Holders of the Class A‑3 A-3 Notes, the Class A‑3 A-3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) first, to the Holders of the Class A‑1 A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A-2[a] Notes, [the Class A-2b Notes, ,] the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and;
(vii) to the Certificateholder, Asset Representations Reviewer the amount of any [monthly][quarterly] fees and Receivables review fees payable to the Asset Representations Reviewer in excess of $[____]; and
(viii) any remaining funds, to the Certificateholder.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2[a] Notes are required to be paid in full on or before the Class A‑2a A-2[a] Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2[a] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2[a] Initial Principal Balance together with all interest accrued thereon through such date, [(iii) the Class A‑2b A-2b Notes are required to be paid in full on or before the Class A‑2b A-2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-2b Initial Principal Balance together with all interest accrued thereon through such date, ,] (iv[iii][iv]) the Class A‑3 A-3 Notes are required to be paid in full on or before the Class A‑3 A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 A-3 Initial Principal Balance together with all interest accrued thereon through such date; (v[iv][v]) the Class A‑4 A-4 Notes are required to be paid in full on or before the Class A‑4 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Yield Supplement Deposit, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) Lease Payment Deposit with respect to the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; related Distribution Date and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) sequentiallyabove), (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vi) on the Distribution Date on which the Class A-1 Notes have been paid in full and on each Distribution Date thereafter, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;
(vii) on the Distribution Date on which the Class A-2 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of the Class A-3 Notes is reduced to zero;
(viii) on the Distribution Date on which the Class A-3 Notes have been paid in full and on each Distribution Date thereafter, to the Class A-4 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above), until the principal amount of the Class A-4 Notes is reduced to zero;
(ix) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (viii) above);
(viiix) sequentially, (i) to Holders of on the Class A‑1 Distribution Date on which the Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)have been paid in full and on each Distribution Date thereafter, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroCertificateholders, an amount equal to the Regular Certificateholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (ix) on a pro rata basis (based on amounts due and payable to each partyabove), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(xxi) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Seller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescindedany Notes, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a NotesNoteholders, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Noteholders' Interest Distributable Amount of each for such Class of Notes(after giving effect to any reduction in Available Amounts described in clause (iii) above), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B NotesA-1 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Class B Notes Closing Date is reduced to zero; and
(vii) equal to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Original Principal Amount for a such Class of Notes, (i) the Class A-1 Notes are required such amounts to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.from Available
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2001-B Owner Trust)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. [In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).]
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , [(ii) the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments,] [(iii) the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account; ] and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (iiii) to Holders of the Class A‑1 A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-2 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 A-3 Notes until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal and then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 A-4 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, either (ii), x) an amount sufficient to reduce the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the aggregate outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced Class A Notes to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority product of the Noteholders' Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds [2.25%] as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;
(viiiv) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiiv) sequentially, (i) [to Holders the holder of the Class A‑1 Notes until Revolving Liquidity Note, the principal amount of any unreimbursed draw previously funded thereunder in accordance with the Class A-1 Notes is reduced to zero, Revolving Liquidity Note Agreement (ii), to the Class A-2a Notes and extent such amount has not been netted by the Class A-2b NotesServicer from deposits into the Collection Account pursuant to Section 5.04(f))];
(vi) [to the holder of the Revolving Liquidity Note, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such note is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zero, Section 5.04(f))]; and
(iiivii) to the Certificateholder, except on any Payment Date that occurs after the Class A‑3 A Notes are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds [2.25%], an amount sufficient to reduce the aggregate outstanding principal amount balance of the Class A‑3 Notes is reduced Certificate to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to product of the Owner Trustee, the Indenture Trustee Subordinated Seller's Interest Percentage and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms Pool Balance as of the Basic Documents and not paid in clause (ii) abovelast day of the related Collection Period; and
(xviii) any remaining amounts will be distributed to the Certificateholder, any remaining amountsCertificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(iv) [to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));]
(v) [to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfalldraw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));] and
(vi) any remaining funds will be distributed to the Holders of Certificateholders by the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsIndenture Trustee.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iii) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp)
Payments and Distributions. (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED CASH FLOW ALLOCATIONS.] Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and Trustee[,] [and] the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator] and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 [___] in any calendar year;
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, [to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, ,] to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall[, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A‑2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on for such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) [during the amortization period,] sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), ) to the Holders of the Class A-2a A‑2[a] Notes [and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, ,] until the principal amount of each [the Class A-2 Notes][each such note note] is reduced to zero, (iii) to the Holders of the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Holders of the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and Trustee[,] [and] the Asset Representations ReviewerReviewer [and the Administrator] [and the Swap Counterparty], the Trustee and Reviewer Fees [and fees owned to the Administrator] and any expenses and indemnification amounts [and, in the case of the Swap Counterparty, swap termination payments] then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above [or, in the case of the Swap Counterparty, clause (iii) above]; and
(x) to the Certificateholder, any remaining amounts.
(c) [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED EVENT OF DEFAULT CASH FLOW ALLOCATIONS.] Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and Trustee[,] [and] the Asset Representations ReviewerReviewer [and the Administrator], the Trustee and Reviewer Fees [and fees owed to the Administrator,] and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) [pro rata, based on the aggregate outstanding principal amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty under this clause (iii): (i)] to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A‑2[a] Notes, the Class A‑2a A‑2[a] Interest Distributable Amount and any outstanding Class A‑2a A‑2[a] Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover ShortfallShortfall [, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement due to a swap termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as of such Payment Date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty under the Swap Agreement];
(iv) first, to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a A‑2[a] Notes, [the Class A-2b Notes, ,] the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; ;
(vii) [to the Swap Counterparty, the amount of any swap termination payments due to it and not paid in clause (iii) above;] and
(viiviii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A‑2[a] Notes are required to be paid in full on or before the Class A‑2a A‑2[a] Final Scheduled Payment Date, meaning that Holders of Class A‑2a A‑2[a] Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A‑2[a] Initial Principal Balance together with all interest accrued thereon through such date, [(iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, ,] [(iv) iii)][(iv)] the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; [(v) iv)][(v)] the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and [(vi) v)][(vi)] the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Allocable Principal, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be paid distributed to Noteholders and Certificateholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c(d), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount for such Class, and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and for such Class; such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) sequentiallyabove), (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, ;
(ii)vi) on each Distribution Date after the Class A-1 Notes have been paid in full, to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zeroA-2 Noteholders, an amount equal to the First Priority Noteholders' Principal Distribution Amount;
Distributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (iiabove), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B A-2 Notes is reduced to zero;
(vii) on each Distribution Date after the Class A-2 Notes have been paid in full, to the Class A-3 Noteholders, an amount equal to the Second Priority Noteholders' Principal Distribution AmountDistributable Amount for such Class, such amount to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above), until the principal amount of the Class A-3 Notes is reduced to zero;
(viiviii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vii) above);
(viiiix) sequentially, (i) to Holders of after the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)have been paid in full, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zeroCertificateholders, an amount equal to the Regular Certificateholders' Principal Distribution Distributable Amount;
, such amount to be paid from Available Amounts (ix) on a pro rata basis (based on amounts due and payable to each party), after giving effect to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party reduction in accordance with the terms of the Basic Documents and not paid Available Amounts described in clause clauses (iiiii) through (viii) above); and
(x) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining amountsto the Seller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescindedany Notes, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; providedPROVIDED, howeverHOWEVER, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class; such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes A-2 Noteholders and the Class A‑4 NotesA-3 Noteholders, on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (iv) above), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) after the Notes have been paid in full, to the Holders of Certificateholders, an amount equal to the Class B NotesCertificateholders' Principal Distributable Amount, until such amount to be paid from Available Amounts (after giving effect to the principal amount of the Class B Notes is reduced to zeroreduction in Available Amounts described in clauses (iii) through (v) above); and
(vii) any Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining fundsto the Seller.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); PROVIDED, HOWEVER, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance together with all interest accrued thereon through Amount for such dateClass, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp /De)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes and the rights of the Swap Counterparty to be paid the Swap Termination Payments under the Interest Rate Swap Agreement, to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, the Yield Supplement Deposit, the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as (d) or (e), the case may be; (ii) the amountamount of any Net Swap Payments, Net Swap Receipts and Swap Termination Payments, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period Period: 41 (Nissan 2008-A Sale and available therefore as Available Collections:Servicing Agreement)
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) on a pro rata basis basis, (based on amounts due and payable to each party), A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Distribution Date, and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiB) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount for such Class and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall(iv) above);
(iv) sequentially, (ivi) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vvii) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero, (iv) then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero zero, and (v) then to the Class B Notes, A-4 Noteholders until the principal amount of the Class B A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (vi) above), such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viiviii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
Balance with respect to such Distribution Date, such amounts to be paid from Available Amounts (viii) sequentially, (i) after giving effect to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivvii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero above); 42 (Nissan 2008-A Sale and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;Servicing Agreement)
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner TrusteeSwap Counterparty, the Indenture Trustee and the Asset Representations Reviewerany Subordinated Swap Termination Payments for such Distribution Date, the Trustee and Reviewer Fees and such amounts to be paid from Available Amounts (after giving effect to any expenses and indemnification then due and payable to each such party reduction in accordance with the terms of the Basic Documents and not paid Available Amounts described in clause clauses (iiiii) through (viii) above; and);
(x) to the CertificateholderCertificateholders, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.11, to such Currency Swap Counterparty, except on any Distribution Date that occurs after the Notes are accelerated, the Certificateholders’ Principal Distributable Amount, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (ix) above); and
(xi) any Available Amounts remaining amountsafter giving effect to the foregoing, to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a NotesSwap Counterparty, the Class A-2b NotesNet Swap Payment, the Class A‑3 Notes and the Class A‑4 Notesif any, on a pro rata basis for such Distribution Date, such amounts to be paid from Available Amounts (based on the Outstanding Amount of each such Class of Notesafter giving effect to any reduction in Available Amounts described in clause (iii) above), until the principal amount of each such Class of Notes is reduced to zero;
(v) on a pro rata basis, (A) to the Holders of Swap Counterparty, any Senior Swap Termination Payments for such Distribution Date, and (B) to the Class B NotesA-1 Noteholders, the Class B Noteholders’ Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clauses (iii) and any outstanding Class B Interest Carryover Shortfall(iv) above);
(vi) to the Holders of the Class B NotesA-1 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Class B Notes Closing Date is reduced to zero; and
(vii) equal to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date Original Principal Amount for a such Class of Notes, (i) the Class A-1 Notes are required such amounts to be paid from Available Amounts (after giving effect to any reduction in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments Available Amounts described in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, clauses (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangementsabove), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.;
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections Interest, the Available Principal, the Yield Supplement Deposit, the Noteholders' (Nissan 2004-C Sale and Servicing Agreement) Principal Distributable Amount, the amounts Certificateholders' Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as (d) or (e), the case may be; (ii) the amount, if any, amount of Cap Payments and Cap Termination Payments to be withdrawn from or required to be deposited into paid by the Reserve Account; Cap Provider and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iiiiv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 NotesA-1 Noteholders, the Class A‑1 Noteholders' Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2a NotesA-2 Noteholders, the Class A‑2a Noteholders' Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑2b NotesA-3 Noteholders, the Class A‑2b Noteholders' Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, to the Holders of the Class A‑3 NotesA-4 Noteholders, the Class A‑3 Noteholders' Interest Distributable Amount and for such Class, such amounts to be paid from Available Amounts (after giving effect to any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfallreduction in Available Amounts described in clause (iii) above);
(iv) sequentially, (iv) to Holders of the Class A‑1 Notes A-1 Noteholders until the principal amount thereof is reduced to zero, an amount equal to the Noteholders' Principal Distributable Amount for such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) and (v) above);
(vi) after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes A-2 Noteholders until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 Notes A-3 Noteholders until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Noteholders' Principal Distributable Amount for such Distribution Amount;
Date (after giving effect to any reduction in Noteholders' Principal Distributable Amount described in clause (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentiallyabove), (iNissan 2004-C Sale and Servicing Agreement) such amounts to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced be paid from Available Amounts (after giving effect to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and through (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amountabove);
(vii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account BalanceBalance with respect to such Distribution Date, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) sequentiallyto the Certificateholders, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii)or, to the Class A-2a Notes and extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, except on any Distribution Date that occurs after the Class A-2b NotesA Notes are accelerated, pro ratathe Certificateholders' Principal Distributable Amount, based on the outstanding principal such amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, through (ivviii) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;above); and
(ix) on a pro rata basis (based on amounts due and payable any Available Amounts remaining after giving effect to each party)the foregoing, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amountsSeller.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) to the Owner TrusteeClass A-1 Noteholders, the Indenture Trustee Noteholders' Interest Distributable Amount for such Class (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available (Nissan 2004-C Sale and Servicing Agreement) Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (iv) above);
(vi) on the Asset Representations Reviewer, Distribution Date on which the Trustee Class A-1 Notes have been paid in full and Reviewer Fees and any expenses and indemnification amounts then due and payable to on each such party in accordance with the terms of the Basic DocumentsDistribution Date thereafter, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A‑1 NotesA-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the Class B A-2 Noteholders, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover ShortfallA-3 Noteholders, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (vi) above);
(viii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above); and
(ix) any Available Amounts remaining after giving effect to the foregoing, to the Seller.
(e) Notwithstanding the provisions of Sections 5.06(c) and 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on or after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c); (Nissan 2004-C Sale and Servicing Agreement)
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Base Servicing Fees from one or more prior Collection Periods);
(iv) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Class of Notes is reduced A-1 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to zerothe Class A-2 Noteholders, the Noteholders' Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders' Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders' Interest Distributable Amount for such Class, such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) above);
(v) to the Holders Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class B A-1 Notes, the Class B Interest Distributable Amount such amounts to be paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clause (iii) and any outstanding Class B Interest Carryover Shortfallclause (iv) above);
(vi) to the Holders of the Class B NotesA-2 Noteholders, until the total amount paid to such Noteholders in respect of principal amount of from the Closing Date is equal to the Original Principal Amount for the Class B Notes is reduced A-2 Notes, such amounts to zero; andbe paid from Available Amounts (after giving effect to any reduction in Available Amounts described in clauses (iii) through (v) above);
(vii) to the CertificateholderClass A-3 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-3 Notes, such amounts to be paid from Available Amounts (after giving effect to any remaining funds.reduction in Available Amounts described in clauses (iii) through (vi) above);
(dviii) to the Class A-4 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for the Class A-4 Notes, such amounts to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (vii) above);
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, or, to the extent amounts are payable to a Swap Counterparty pursuant to a Swap Agreement as described in Section 5.11, to such Swap Counterparty, until the total amount paid to the Certificateholders in respect of principal from the Closing Date is equal to the Original Certificate Balance, such amount to be paid from Available Amounts (after giving effect to the reduction in Available Amounts described in clauses (iii) through (viii) above); and
(x) any Available Amounts remaining after giving effect to the foregoing, to the Seller. (Nissan 2004-C Sale and Servicing Agreement)
(f) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on occurred, the Final Scheduled Payment Date or amount of principal required to be paid to the Redemption Date for a Holders of any Class of NotesNotes on any Distribution Date is the amount available to be paid thereto pursuant to Section 5.06(c); provided, however, that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑1 Notes A-1 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2a Notes A-2 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑2b Notes A-3 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Original Principal Balance Amount for such Class, together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment DateDistribution Date for such Class, meaning that Holders of the Class A‑3 Notes A-4 Noteholders are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Original Principal Balance together with all interest accrued thereon through Amount for such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment DateClass, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(eg) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Certificate Register or Note Register, or herein (in as the case of the Certificate) may be (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Distribution Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2004-C Owner Trust)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments, (iii) the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account; Account and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (iiii) to Holders of the Class A‑1 A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-2 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 A-3 Notes until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal and then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 A-4 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, either (ii), x) an amount sufficient to reduce the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the aggregate outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced Class A Notes to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority product of the Noteholders' Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds 2.25% as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;
(viiiv) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notesholder of the Revolving Liquidity Note, until the principal amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vi) to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));
(vii) to the Certificateholder, except on any Payment Date that occurs after the Class B A Notes is reduced are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds 2.25%, an amount sufficient to zero, reduce the aggregate outstanding principal balance of the Certificate to an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to product of the Owner Trustee, the Indenture Trustee Subordinated Seller's Interest Percentage and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms Pool Balance as of the Basic Documents and not paid in clause (ii) abovelast day of the related Collection Period; and
(xviii) any remaining amounts will be distributed to the Certificateholder, any remaining amountsCertificateholder by the Indenture Trustee.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b A-3 Interest Carryover Shortfall, and to the Holders of the Class A‑3 A-4 Notes, the Class A‑3 A-4 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance, and the Class A-4 Initial Principal Balance, respectively;
(iv) to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));
(v) to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfall;draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f)); and
(vi) any remaining funds will be distributed to the Holders of Certificateholder by the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsIndenture Trustee.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iii) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s 's Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):
(i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and
(ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. [In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).]
(b) On each Determination Date, the Servicer shall calculate: calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b5.06(c) or 5.06(c5.06(d), as the case may be; , (ii) [the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments], (iii) [the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account; ] and (iiiiv) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(bc) Subject to Section 5.06(c5.06(d), on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iv) sequentially, (iiii) to Holders of the Class A‑1 A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 A-2 Notes until the principal amount of the Class A‑3 A-2 Notes is reduced to zero and (iv) zero, then to the Class A‑4 A-3 Notes until the principal amount of the Class A‑4 A-3 Notes is reduced to zero, an amount equal and then to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 A-4 Notes until the principal amount of the Class A-1 A-4 Notes is reduced to zero, either (ii), x) an amount sufficient to reduce the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the aggregate outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced Class A Notes to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority product of the Noteholders’ Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds [__]% as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;
(viiiv) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viiiv) sequentially, (i) [to Holders the holder of the Class A‑1 Notes until Revolving Liquidity Note, the principal amount of any unreimbursed draw previously funded thereunder in accordance with the Class A-1 Notes is reduced to zero, Revolving Liquidity Note Agreement (ii), to the Class A-2a Notes and extent such amount has not been netted by the Class A-2b NotesServicer from deposits into the Collection Account pursuant to Section 5.04(f));]
(vi) [to the holder of the Revolving Liquidity Note, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such note is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zero, Section 5.04(f));]
(iiivii) to the Certificateholder, except on any Payment Date that occurs after the Class A‑3 A Notes are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds [__]%, an amount sufficient to reduce the aggregate outstanding principal amount balance of the Class A‑3 Notes is reduced Certificate to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to product of the Owner Trustee, the Indenture Trustee Subordinated Seller’s Interest Percentage and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms Pool Balance as of the Basic Documents and not paid in clause (ii) abovelast day of the related Collection Period; and
(xviii) any remaining amounts will be distributed to the Certificateholder, any remaining amountsCertificateholder by the Indenture Trustee.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Total Servicing Fee (including any unpaid Basic Total Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A NotesClass), to the Holders of the Class A‑1 A-1 Notes, the Class A‑1 A-1 Interest Distributable Amount and any outstanding Class A‑1 A-1 Interest Carryover Shortfall, to the Holders of the Class A‑2a A-2 Notes, the Class A‑2a A-2 Interest Distributable Amount and any outstanding Class A‑2a A-2 Interest Carryover Shortfall, to the Holders of the Class A‑2b A-3 Notes, the Class A‑2b A-3 Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 A-3 Interest Carryover Shortfall and to the Holders of the Class A‑4 A-4 Notes, the Class A‑4 A-4 Interest Distributable Amount and any outstanding Class A‑4 A-4 Interest Carryover Shortfall;
(iviii) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b A-2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of NotesClass), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance and the Class A-4 Initial Principal Balance, respectively;
(iv) [to the holder of the Revolving Liquidity Note, the amount of each any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such Class of Notes is reduced amount has not been netted by the Servicer from deposits into the Collection Account pursuant to zeroSection 5.04(f));]
(v) [to the Holders holder of the Class B NotesRevolving Liquidity Note, the Class B Interest Distributable Amount amount of any accrued and unpaid interest on any outstanding Class B Interest Carryover Shortfalldraw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));] and
(vi) any remaining funds will be distributed to the Holders of Certificateholder by the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining fundsIndenture Trustee.
(de) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred occurred, the amount of principal required to be paid to the Holders of any Class of Notes on the Final Scheduled any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iii) or the Redemption Date for a Class of Notes, 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 A-1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a A-2 Notes are required to be paid in full on or before the Class A‑2a A-2 Final Scheduled Payment Date, meaning that Holders of Class A‑2a A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b A-3 Notes are required to be paid in full on or before the Class A‑2b A-3 Final Scheduled Payment Date, meaning that Holders of Class A‑2b A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b A-3 Initial Principal Balance together with all interest accrued thereon through such date, ; and (iv) the Class A‑3 A-4 Notes are required to be paid in full on or before the Class A‑3 A-4 Final Scheduled Payment Date, meaning that Holders of Class A‑3 A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B A-4 Initial Principal Balance together with all interest accrued thereon through such date.
(ef) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)
Payments and Distributions. (a) The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes [and the rights of the Swap Counterparty] to be paid the Swap Termination Payments under the Interest Rate Swap Agreement], to the extent provided in this Section 5.06.
(b) On each Determination Date, the Servicer shall calculate: (i) calculate the Available Collections and Interest, the amounts Available Principal, [the Yield Supplement Deposit,] the Noteholders’ Principal Distributable Amount, the Certificateholders’ Principal Distributable Amount, the amount to be paid distributed to Noteholders of each Class and the Certificateholder to Certificateholders pursuant to Section 5.06(b) or 5.06(c), as (d) or (e), [the case may be; (ii) the amountamount of any [Net Swap Payments,] Net [Swap][Cap] Receipts and [Swap][Cap] Termination Payments, if any, to be withdrawn from or required to be deposited into the Reserve Account; ,] and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Distribution Date.
(bc) Subject to Section 5.06(cSections 5.06(d) and (e), on each Payment Distribution Date, the Indenture Relevant Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available CollectionsPeriod:
(i) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Advances required to be reimbursed and to the extent set forth in Section 5.04(b);
(ii) to the Servicer, from amounts on deposit in the Collection Account, any payments in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth in Section 5.04(c);
(iii) to the Servicer, from Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from any remaining Available Amounts;]
(v) [on a pro rata basis basis, (based on amounts due and payable to each party), A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Distribution Date, and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) B)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1[a] Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, [to the Holders of the Class A‑2a NotesA-1b Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, for such Class,] to the Holders of the Class A‑2b NotesA-2[a] Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, [to the Holders of the Class A‑3 NotesA-2b Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding for such Class,] to the Class A‑3 A-3[a] Noteholders, the Noteholders’ Interest Carryover Shortfall Distributable Amount for such Class, [to the Class A-3b Noteholders, the Noteholders’ Interest Distributable Amount for such Class,] to the Class A-4[a] Noteholders, the Noteholders’ Interest Distributable Amount for such Class [and to the Holders of the Class A‑4 NotesA-4b Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class], such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts);
(iv) sequentially, (ivi) to Holders of the Class A‑1 Notes A-1 Noteholders [(pro rata among the Class A-1a Noteholders and the Class A-1b Noteholders)] until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Noteholders’ Principal Distributable Amount for such Distribution AmountDate, such amounts to be paid from any remaining Available Amounts);
(vvii) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until after the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes A-2 Noteholders [(pro rata among the Class A-2a Noteholders and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B NotesNoteholders)], until the principal amount of the Class B A-2 Notes is reduced to zero, then to the Class A-3 Noteholders [(pro rata among the Class A-3a Noteholders and the Class A-3b Noteholders)], until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Noteholders [(pro rata among the Class A-4a Noteholders and the Class A-4b Noteholders)], until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the Second Priority Noteholders’ Principal Distributable Amount for each such Class for such Distribution AmountDate (after giving effect to any reduction in Noteholders’ Principal Distributable Amount described in clause (v) above), such amounts to be paid from any remaining Available Amounts);
(viiviii) to the Reserve Account, the amount, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Dateany, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentiallyBalance with respect to such Distribution Date, (i) such amounts to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amountbe paid from any remaining Available Amounts;
(ix) on a pro rata basis (based on amounts due and payable to each party), [to the Owner TrusteeSwap Counterparty, the Indenture Trustee and the Asset Representations Reviewerany Subordinated Swap Termination Payments for such Distribution Date, the Trustee and Reviewer Fees and such amounts to be paid from any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; andremaining Available Amounts;]
(x) to the CertificateholderIndenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;
(xi) to the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;
(xii) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, any remaining amountsAvailable Amounts until the Certificateholders’ Principal Distributable Amount is reduced to zero; and
(xiii) any remaining Available Amounts remaining after giving effect to the foregoing, to the Certificateholders.
(cd) Notwithstanding the provisions of Section 5.06(b5.06(c), after the occurrence of an Event of Default occurs that results in the acceleration of the any Notes and unless and until such acceleration has been rescinded, on each Payment Distribution Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Distribution Date; provided, however, that such payments and distributions shall be made only from Available Collections those funds deposited in the Collection Account for the related Collection Period:
(i) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts;
(ii) to the Servicer, from amounts on deposit in the Basic Collection Account, any payments in respect of Outstanding Advances;
(iii) to the Servicer, from any remaining Available Amounts, the Base Servicing Fee (including any unpaid Basic Base Servicing Fees from one or more prior Collection Periods);
(iiiv) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from remaining Available Amounts;]
(v) [on a pro rata basis, (A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Distribution Date, and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, (B)] on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class Class of the Class A NotesNoteholders), to the Holders of the Class A‑1 NotesA-1[a] Noteholders, the Class A‑1 Noteholders’ Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfallfor such Class, [to the Holders of the Class A‑2a NotesA-1b Noteholders, the Class A‑2a Noteholders’ Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, for such Class,] to the Holders of the Class A‑2b NotesA-2[a] Noteholders, the Class A‑2b Noteholders’ Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfallfor such Class, [to the Holders of the Class A‑3 NotesA-2b Noteholders, the Class A‑3 Noteholders’ Interest Distributable Amount and any outstanding for such Class,] to the Class A‑3 A-3[a] Noteholders, the Noteholders’ Interest Carryover Shortfall Distributable Amount for such Class, [to the Class A-3b Noteholders, the Noteholders’ Interest Distributable Amount for such Class,] to the Class A-4[a] Noteholders, the Noteholders’ Interest Distributable Amount for such Class [and to the Holders of the Class A‑4 NotesA-4b Noteholders, the Class A‑4 Noteholders’ Interest Distributable Amount and for such Class], such amounts to be paid from any outstanding Class A‑4 Interest Carryover Shortfallremaining Available Amounts;
(ivvi) to the Holders of Class A-1 Noteholders [(pro rata among the Class A‑1 Notes A-1a Noteholders and the Class A-1b Noteholders)], until the total amount paid to such Noteholders in respect of principal amount from the Closing Date is equal to the Original Principal Amount for such Class of Notes, such amounts to be paid from any remaining Available Amounts;
(vii) to the Class A-1 Notes is reduced to zeroA-2[a] Noteholders, and second, to the Holders of the Class A‑2a Notes, [the Class A-2b Notes, Noteholders,] the Class A‑3 Notes A-3[a] Noteholders, [the Class A-3b Noteholders,] the Class A-4[a] Noteholders [and the Class A‑4 Notes, A-4b Noteholders] on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes), such amounts to be paid from any remaining Available Amounts;
(viii) [to the Swap Counterparty, any Subordinated Swap Termination Payments for such Distribution Date, such amounts to be paid from any remaining Available Amounts;]
(ix) on the Distribution Date on which the Notes have been paid in full and on each Distribution Date thereafter, to the Certificateholders, until the principal total amount of each such Class of Notes is reduced to zero;
(v) paid to the Holders Certificateholders in respect of principal from the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) Closing Date is equal to the Holders of the Class B NotesOriginal Certificate Balance, until the principal such amount of the Class B Notes is reduced to zerobe paid from any remaining Available Amounts; and
(viix) any remaining Available Amounts remaining after giving effect to the Certificateholderforegoing, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such dateCertificateholders.
(e) Except with respect to Notwithstanding the final payment upon retirement provisions of a Note or CertificateSection 5.06(d), after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Servicer Relevant Trustee shall on each Payment Date instruct make payments and distributions from the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate Collection Account in accordance with the Indenture or the Trust Agreement, as the case may beSection 5.06(c).
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
