Priority of Payments. (a) Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents) shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other compensation payable to it thereunder (including without limitation, any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees and Penalty Charges (to the extent provided in the immediately following paragraph) but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Master Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, which such excess sh...
Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments:
(i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder;
(ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder;
(iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date;
(iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to the lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(a);
(v) fifth, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and
(vi) sixth, for distribution as the Quarterly Distribution on the Distribution Payment Date that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth of this Section 5.2(a) to those Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.
Priority of Payments. On each Business Day, subject to the terms and conditions of the Current Spread Distribution Account Control Agreement, Seller (or, after the delivery of an access termination notice pursuant to the Current Spread Distribution Account Control Agreement, Purchaser) shall direct the Bank to apply the monies in the Third Party Controlled Current Spread Distribution Account in the following order of priority (the “Priority of Payments”), in every case, after giving effect to each prior item in the Priority of Payments on such Distribution Date:
(a) first, on each Distribution Date, to pay to the parties necessary to cure the failure of the issuer to make a required remittance to security holders then-outstanding under the Xxxxxx Mae Contract;
(b) second, from amounts in the Third Party Controlled Current Spread Distribution Account attributable to MSR Successor Proceeds, pro rata, (A) the Current Excess Servicing Spread Percentage of such MSR Successor Proceeds to Purchaser, and (B) the Retained Servicing Spread Percentage of such MSR Successor Proceeds to Seller; provided, that (I) prior to the distribution to Purchaser of any MSR Successor Proceeds pursuant to clause (A), such MSR Successor Proceeds shall be applied first, to the payment to Seller of any Purchaser Enforcement Expenses then due and payable and second, to the payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the distribution to Seller of any MSR Successor Proceeds pursuant to clause (B), such MSR Successor Proceeds shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount.
(c) third, on any Business Day from and including the first Business Day of a calendar month to but excluding the Distribution Date in such calendar month, at the option of Seller, the Base Servicing Fee payable with respect to a prior Collection Period for the Mortgage Loans to Seller;
(d) fourth, on each Distribution Date, to the extent not previously paid to Seller in accordance with Section 3.04(c), any accrued and unpaid Base Servicing Fee to Seller;
(e) fifth, on each Dis...
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (each date set forth in clauses (y) and (z) above, an "Additional Payment Date"), the Collateral Agent shall distribute all amounts in the Collection Account in the following order of priority (the "Priority of Payments"):
(a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S. $15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Intermediary hereunder (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(c) to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due);
(d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an...
Priority of Payments. It shall instruct the Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions of this Agreement.
Priority of Payments. The Borrower shall instruct in writing (or cause the Collateral Manager to instruct in writing) the Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions of this Agreement.
Priority of Payments. (a) So long as no Mortgage Loan Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement.
(b) If a Mortgage Loan Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied in the following order of priority:
(i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate;
(ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note C Holders for any Nonrecoverable Advances that are P&I Advances on the C Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note D Holders for any Nonrecoverable Advances that are P&I Advances on the D Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note E Holders for any Nonrecoverable Advances that are P&I Advances on the E Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis;
(iii) third, to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses (but only to the extent that they relate to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan);
(iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not inc...
Priority of Payments. Amounts owing to the Custodian hereunder shall be payable in accordance with the Priority of Payments.
Priority of Payments. Except as otherwise provided for in Section 9.14, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”):
(a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date;
(b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value;
(c) Third, to the extent amounts drawn under any Letter of Credit are not necessary for the payment of amounts payable under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such amounts drawn, and (ii) after all such unpaid interest has been paid in full, unpaid principal of all LOC Reimbursement Obligations with respect to such amounts drawn;
(d) Fourth, for the payment of any amounts due and payable by the Borrower to the Ceding Company under, and subject to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required in accordance with the terms of the Reinsurance Agreement);
(e) Fifth, for the payment of any Third Party Expenses incurred directly by the Borrower that are due and payable on such date;
(f) Sixth, for the payment of Utilization Fees that are due and payable by the Borrower to the Issuing Lender as of such date;
(g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to such payment, or (ii) an Approval has been received in respect of all or a portion of such payment if the Borrower’s Total Adjusted Capital will not equal or exceed [****] ...
Priority of Payments. Section 5.1 [Reserved].
