Railcar Disposition Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, to the extent that Net Disposition Proceeds have been transferred to the Collections Account during the related Collection Period and without limiting in any way the application of the second to last sentence of Section 3.12, the balance in the Collections Account allocable to such Railcar Dispositions will be applied in accordance with the order of priority set forth below: (1) pro rata based on the amount due, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) pro rata (A) to deposit in the Liquidity Reserve Account an amount equal to the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the sum of (i) the balance in the Liquidity Reserve Account and (ii) the then aggregate Liquidity Facility Available Amounts; and (B) to the Liquidity Facility Providers, to reimburse or repay pro rata the Liquidity Facility Providers in an amount equal to all principal and other amounts due to the Liquidity Facility Providers; (3) pro rata based on the amount, due to (i) the applicable Series Accounts for the Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes, an amount equal to 105% of the Allocable Note Balances of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes), applied sequentially first, to the Class A Equipment Notes of the earliest issued Series and then to subsequent Series of Class A Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class A Equipment Notes in the same Series, but pro rata among any alphabetical sub-classes of the same Class until paid in full, second, to the Class B Equipment Notes of the earliest issued Series and then to subsequent Series of Class B Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class B Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full, and third, to the Class C Equipment Notes of the earliest issued Series and then to subsequent Series of Class C Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class C Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full and (ii) each Hedge Provider, all Senior Hedge Payments due in respect of Hedge Agreements, including any Hedge Partial Termination Value payable by the Issuer in connection with the partial redemption described in subsection (i) above; (4) to pay or reimburse the Servicer for Servicer Optional Modification Expenses, up to an aggregate amount with respect to all such payments not to exceed the Servicer Optional Modification Cap; (5) to the applicable Series Accounts for the Class A Equipment Notes, the payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class A Equipment Notes, pro rata based on the amount due; (6) to the applicable Series Accounts for the Class A Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (6); (7) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clauses (3) and (6) above), pro rata according to the Outstanding Principal Balance of the Class A Equipment Notes; (8) to the applicable Series Accounts for the Class B Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class B Equipment Notes, pro rata based on the amount due; (9) to the applicable Series Accounts for the Class B Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (9); (10) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class B Equipment Notes (after the payments in clauses (3) and (9) above), pro rata according to the Outstanding Principal Balance of the Class B Equipment Notes; (11) to the Hedge Providers, the amount of any Subordinated Hedge Payments, pro rata based on the amount due; (12) pro rata based on the amount due, to the applicable Series Accounts, all current and past due interest on the Outstanding Class C Equipment Notes of each Series, other than current or past due Additional Interest, until paid in full; (13) to the applicable Series Accounts for the Class C Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class C Equipment Notes, pro rata based on the amount due; (14) to the applicable Series Accounts for the Class C Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes (after the payments in clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (14); (15) to the applicable Series Accounts for the Class A Equipment Notes, the payment of all current and past due Additional Interest due on the Class A Equipment Notes, pro rata based on the amount due; (16) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due; (17) to the applicable Series Accounts for the Class C Equipment Notes, the payment of all current and past due Additional Interest due on the Class C Equipment Notes, pro rata based on the amount due; (18) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class C Equipment Notes (after the payments in clauses (3) and (14) above), pro rata according to the Outstanding Principal Balance of the Class C Equipment Notes; (19) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class (a) first all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata based on the amount due, (b) second, an amount equal to 105% of the Allocable Subordinated Note Balance of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Series of Subordinated Notes) and (c) third, if the Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata based on the amount due; (20) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of all current and past due Additional Interest due on such Series of Subordinated Notes, pro rata based on the amount due; (21) pro rata based on the amount due, (A) to the Initial Purchasers of the Initial Notes, for the payment of any indemnities of the Issuer payable to the Initial Purchasers of the Initial Notes, and (B) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasers; (22) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee) to pay or reimburse the Issuer (or the Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (4) above or from any other available source of revenues of the Issuer; (23) to pay all other monetary obligations of the Issuer under the Operative Agreements; and (24) to the Issuer, all remaining amounts, which may be distributed to the Member. For the avoidance of doubt, if an Event of Default has occurred and is continuing, the Net Disposition Proceeds will be included in the Available Collections Amount and paid pursuant to Section 3.11(b).
Appears in 2 contracts
Samples: Master Indenture (Trinity Industries Inc), Master Indenture (Trinity Industries Inc)
Railcar Disposition Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, to the extent that Net Disposition Proceeds have been transferred to the Collections Account during the related Collection Period and without limiting in any way the application of the second to last sentence of Section 3.123.12 hereof, the balance in the Collections Account allocable to such Railcar Dispositions will be applied in accordance with the following order of priority set forth belowpriority:
(1) pro rata based on the amount due, due to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit;
(2) pro rata (A) to deposit in the Liquidity Reserve Account an amount equal to the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the sum of (i) the balance in the Liquidity Reserve Account and (ii) the then aggregate Liquidity Facility Available Amounts; and (B) to the Liquidity Facility Providers, to reimburse or repay pro rata the Liquidity Facility Providers in an amount equal to all principal and other amounts due to the Liquidity Facility Providers;
(3) pro rata based on the amount, amount due to (i) the applicable Series Accounts for the Class A Equipment Notes, Class B Equipment Notes and Class C B Equipment Notes, an amount equal to 105% of the Allocable Note Balances of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Class A Equipment Notes, Class B Equipment Notes and Class C B Equipment Notes), applied sequentially first, to the Class A Equipment Notes of the earliest issued Series and then to subsequent Series of Class A Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class A Equipment Notes in the same Series, but pro rata among any alphabetical sub-classes of the same Class until paid in full, and second, to the Class B Equipment Notes of the earliest issued Series and then to subsequent Series of Class B Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class B Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full, and third, to the Class C Equipment Notes of the earliest issued Series and then to subsequent Series of Class C Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class C Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full and (ii) each Hedge Provider, all Senior Hedge Payments due in respect of Hedge Agreements, including any Hedge Partial Termination Value payable by the Issuer in connection with the partial redemption described in subsection (i) above;
(4) to pay or reimburse the Servicer for Servicer Optional Modification Expenses, up to an aggregate amount with respect to all such payments not to exceed the Servicer Optional Modification Cap;
(5) to the applicable Series Accounts for the Class A Equipment Notes, the payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class A Equipment Notes, pro rata based on the amount due;
(6) to the applicable Series Accounts for the Class A Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuancetheir issuance date, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (6);
(7) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class A Equipment Notes (after giving effect to the payments in clauses (3) and (6) above), pro rata according to the Outstanding Principal Balance of the all Class A Equipment Notes;
(8) to the applicable Series Accounts for the Class B Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class B Equipment Notes, pro rata based on the amount due;
(9) to the applicable Series Accounts for the Class B Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuancetheir issuance date, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (9);
(10) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class B Equipment Notes (after giving effect to the payments in clauses (3) and (9) above), pro rata according to the Outstanding Principal Balance of the all Class B Equipment Notes;
(11) to the Hedge Providers, the amount of any Subordinated Hedge Payments, pro rata based on the amount due;
(12) pro rata based on the amount due, to the applicable Series Accounts, all current and past due interest on the Outstanding Class C Equipment Notes of each Series, other than current or past due Additional Interest, until paid in full;
(13) to the applicable Series Accounts for the Class C Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class C Equipment Notes, pro rata based on the amount due;
(14) to the applicable Series Accounts for the Class C Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes (after the payments in clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (14);
(15) to the applicable Series Accounts for the Class A Equipment Notes, the payment of all current and past due Additional Interest due on the Class A Equipment Notes, pro rata based on the amount due;
(16) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due;
(17) to the applicable Series Accounts for the Class C Equipment Notes, the payment of all current and past due Additional Interest due on the Class C Equipment Notes, pro rata based on the amount due;
(18) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class C Equipment Notes (after the payments in clauses (3) and (14) above), pro rata according to the Outstanding Principal Balance of the Class C Equipment Notes;
(19) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class (a) first all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata rata, based on the amount due, (b) second, an amount equal to 105% of the Allocable Subordinated Note Balance of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Series of Subordinated Notes) and (c) third, if the Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata rata, based on the amount due;
(2013) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of all current and past due Additional Interest due on such Series of Subordinated Notes, pro rata rata, based on the amount due;
(21) pro rata based on the amount due, (A14) to the Initial Purchasers of the Initial NotesPurchasers, for the payment of any indemnities of the Issuer payable to the Initial Purchasers of Purchasers, pro rata based on the Initial Notes, and (B) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasersamount due;
(22) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee15) to pay or reimburse the Issuer (or the Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (4) above or from any other available source of revenues of the Issuer;
(23) to pay all other monetary obligations of the Issuer under the Operative Agreements; and
(2416) to the Issuer, all remaining amounts, which may be distributed to the Member. For the avoidance of doubt, if an Event of Default has occurred and is continuing, the Net Disposition Proceeds will be included in the Available Collections Amount and paid pursuant to Section 3.11(b).
Appears in 1 contract
Railcar Disposition Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, to the extent that Net Disposition Proceeds have been transferred to the Collections Account during the related Collection Period and without limiting in any way the application of the second to last sentence of Section 3.12, the balance in the Collections Account allocable to such Railcar Dispositions will be applied in accordance with the order of priority set forth below:
(1) pro rata based on the amount due, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit;
(2) pro rata (A) to deposit in the Liquidity Reserve Account an amount equal to the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the sum of (i) the balance in the Liquidity Reserve Account and (ii) the then aggregate Liquidity Facility Available Amounts; and (B) to the Liquidity Facility Providers, to reimburse or repay pro rata the Liquidity Facility Providers in an amount equal to all principal and other amounts due to the Liquidity Facility Providers;the
(3) pro rata based on the amountamount due, due to (i) the applicable Series Accounts for the Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes, an amount equal to 105% of the Allocable Note Balances of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes), applied sequentially first, to the Class A Equipment Notes of the earliest issued Series and then to subsequent Series of Class A Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class A Equipment Notes in the same Series, but pro rata among any alphabetical sub-classes of the same Class until paid in full, second, to the Class B Equipment Notes of the earliest issued Series and then to subsequent Series of Class B Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class B Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full, and third, to the Class C Equipment Notes of the earliest issued Series and then to subsequent Series of Class C Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class C Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full and (ii) each Hedge Provider, all Senior Hedge Payments due in respect of Hedge Agreements, including any Hedge Partial Termination Value payable by the Issuer in connection with the partial redemption described in subsection (i) above;
(4) to pay or reimburse the Servicer for Servicer Optional Modification Expenses, up to an aggregate amount with respect to all such payments not to exceed the Servicer Optional Modification Cap;
(5) to the applicable Series Accounts for the Class A Equipment Notes, the payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class A Equipment Notes, pro rata based on the amount due;
(6) to the applicable Series Accounts for the Class A Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (6);
(7) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clauses (3) and (6) above), pro rata according to the Outstanding Principal Balance of the Class A Equipment Notes;
(8) to the applicable Series Accounts for the Class B Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class B Equipment Notes, pro rata based on the amount due;
(9) to the applicable Series Accounts for the Class B Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (9);
(10) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class B Equipment Notes (after the payments in clauses (3) and (9) above), pro rata according to the Outstanding Principal Balance of the Class B Equipment Notes;
(11) to the Hedge Providers, the amount of any Subordinated Hedge Payments, pro rata based on the amount due;
(12) pro rata based on the amount due, to the applicable Series Accounts, all current and past due interest on the Outstanding Class C Equipment Notes of each Series, other than current or past due Additional Interest, until paid in full;
(13) to the applicable Series Accounts for the Class C Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class C Equipment Notes, pro rata based on the amount due;
(14) to the applicable Series Accounts for the Class C Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes (after the payments in clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (14);
(15) to the applicable Series Accounts for the Class A Equipment Notes, the payment of all current and past due Additional Interest due on the Class A Equipment Notes, pro rata based on the amount due;
(16) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due;
(17) to the applicable Series Accounts for the Class C Equipment Notes, the payment of all current and past due Additional Interest due on the Class C Equipment Notes, pro rata based on the amount due;
(18) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class C Equipment Notes (after the payments in clauses (3) and (14) above), pro rata according to the Outstanding Principal Balance of the Class C Equipment Notes;
(19) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders Holders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class (a) first all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata rata, based on the amount due, (b) second, an amount equal to 105% of the Allocable Subordinated Note Balance of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Series of Subordinated Notes) and (c) third, if the Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata rata, based on the amount due;
(20) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders Holders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of all current and past due Additional Interest due on such Series of Subordinated Notes, pro rata rata, based on the amount due;
(21) pro rata rata, based on the amount due, (A) to the Initial Purchasers of the Initial Notes, for the payment of any indemnities of the Issuer payable to the Initial Purchasers of the Initial Notes, and (B) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasers;
(22) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee) to pay or reimburse the Issuer (or the Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (4) above or from any other available source of revenues of the Issuer;
(23) to pay all other monetary obligations of the Issuer under the Operative Agreements; and
(24) as determined by the Administrator and delivered in writing to the IssuerIndenture Trustee, all remaining amounts, which may be distributed to the MemberCertificate Account for distribution to the Holders of the Class E Certificates, or as the Holders of the Class E Certificates may otherwise direct. For the avoidance of doubt, if an Event of Default has occurred and is continuing, the Net Disposition Proceeds will be included in the Available Collections Amount and paid pursuant to Section 3.11(b).
Appears in 1 contract
Railcar Disposition Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, to the extent that Net Disposition Proceeds have been transferred to the Collections Account during the related Collection Period and without limiting in any way the application of the second to last sentence of Section 3.123.12 hereof, the balance in the Collections Account allocable to such Railcar Dispositions will be applied in accordance with the following order of priority set forth belowpriority:
(1) pro rata based on the amount due, due to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit;
(2) pro rata (A) to deposit in the Liquidity Reserve Account an amount equal to the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the sum of (i) the balance in the Liquidity Reserve Account and (ii) the then aggregate Liquidity Facility Available Amounts; and (B) to the Liquidity Facility Providers, to reimburse or repay pro rata the Liquidity Facility Providers in an amount equal to all principal and other amounts due to the Liquidity Facility Providers;
(3) pro rata based on the amount, amount due to (i) the applicable Series Accounts for the Class A Equipment Notes, Class B Equipment Notes and Class C B Equipment Notes, an amount equal to 105% of the Allocable Note Balances of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Class A Equipment Notes, Class B Equipment Notes and Class C B Equipment Notes), applied sequentially first, to the Class A Equipment Notes of the earliest issued Series and then to subsequent Series of Class A Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class A Equipment Notes in the same Series, but pro rata among any alphabetical sub-classes of the same Class until paid in full, and second, to the Class B Equipment Notes of the earliest issued Series and then to subsequent Series of Class B Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class B Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full, and third, to the Class C Equipment Notes of the earliest issued Series and then to subsequent Series of Class C Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class C Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full and (ii) each Hedge Provider, all Senior Hedge Payments due in respect of Hedge Agreements, including any Hedge Partial Termination Value payable by the Issuer in connection with the partial redemption described in subsection (i) above;
(4) to pay or reimburse the Servicer for Servicer Optional Modification Expenses, up to an aggregate amount with respect to all such payments not to exceed the Servicer Optional Modification Cap;
(5) to the applicable Series Accounts for the Class A Equipment Notes, the payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class A Equipment Notes, pro rata based on the amount due;
(6) to the applicable Series Accounts for the Class A Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuancetheir issuance date, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (6);
(7) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class A Equipment Notes (after giving effect to the payments in clauses (3) and (6) above), pro rata according to the Outstanding Principal Balance of the all Class A Equipment Notes;
(8) to the applicable Series Accounts for the Class B Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class B Equipment Notes, pro rata based on the amount due;
(9) to the applicable Series Accounts for the Class B Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuancetheir issuance date, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (9);
(10) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class B Equipment Notes (after giving effect to the payments in clauses (3) and (9) above), pro rata according to the Outstanding Principal Balance of the all Class B Equipment Notes;
(11) to the Hedge Providers, the amount of any Subordinated Hedge Payments, pro rata based on the amount due;
(12) pro rata based on the amount due, to the applicable Series Accounts, all current and past due interest on the Outstanding Class C Equipment Notes of each Series, other than current or past due Additional Interest, until paid in full;
(13) to the applicable Series Accounts for the Class C Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders of the Class C Equipment Notes, pro rata based on the amount due;
(14) to the applicable Series Accounts for the Class C Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes (after the payments in clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (14);
(15) to the applicable Series Accounts for the Class A Equipment Notes, the payment of all current and past due Additional Interest due on the Class A Equipment Notes, pro rata based on the amount due;
(16) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due;
(17) to the applicable Series Accounts for the Class C Equipment Notes, the payment of all current and past due Additional Interest due on the Class C Equipment Notes, pro rata based on the amount due;
(18) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class C Equipment Notes (after the payments in clauses (3) and (14) above), pro rata according to the Outstanding Principal Balance of the Class C Equipment Notes;
(19) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class (a) first all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata based on the amount due, (b) second, an amount equal to 105% of the Allocable Subordinated Note Balance of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Series of Subordinated Notes) and (c) third, if the Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata based on the amount due;
(20) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of all current and past due Additional Interest due on such Series of Subordinated Notes, pro rata based on the amount due;
(21) pro rata based on the amount due, (A) to the Initial Purchasers of the Initial NotesPurchasers, for the payment of any indemnities of the Issuer payable to the Initial Purchasers of Purchasers, pro rata based on the Initial Notes, and (B) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasersamount due;
(22) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee13) to pay or reimburse the Issuer (or the Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (4) above or from any other available source of revenues of the Issuer;
(23) to pay all other monetary obligations of the Issuer under the Operative Agreements; and
(2414) to the Issuer, all remaining amounts, which may be distributed to the Member. For the avoidance of doubt, if an Event of Default has occurred and is continuing, the Net Disposition Proceeds will be included in the Available Collections Amount and paid pursuant to Section 3.11(b).
Appears in 1 contract
Railcar Disposition Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, to the extent that Net Disposition Proceeds have been transferred to the Collections Account during the related Collection Period and without limiting in any way the application of the second to last sentence of Section 3.12, the balance in the Collections Account allocable to such Railcar Dispositions will be applied in accordance with the order of priority set forth below:
(1) pro rata based on the amount due, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit;
(2) pro rata (A) to deposit in the Liquidity Reserve Account an amount equal to the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the sum of (i) the balance in the Liquidity Reserve Account and (ii) the then aggregate Liquidity Facility Available Amounts; and (B) to the Liquidity Facility Providers, to reimburse or repay pro rata the Liquidity Facility Providers in an amount equal to all principal and other amounts due to the Liquidity Facility Providers;
(3) pro rata based on the amountamount due, due to (i) the applicable Series Accounts for the Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes, an amount equal to 105% of the Allocable Note Balances of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes), applied sequentially first, to the Class A Equipment Notes of the earliest issued Series and then to subsequent Series of Class A Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class A Equipment Notes in the same Series, but pro rata among any alphabetical sub-classes of the same Class until paid in full, second, to the Class B Equipment Notes of the earliest issued Series and then to subsequent Series of Class B Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class B Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full, and third, to the Class C Equipment Notes of the earliest issued Series and then to subsequent Series of Class C Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class C Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full and (ii) each Hedge Provider, all Senior Hedge Payments due in respect of Hedge Agreements, including any Hedge Partial Termination Value payable by the Issuer in connection with the partial redemption described in subsection (i) above;
(4) to pay or reimburse the Servicer for Servicer Optional Modification Expenses, up to an aggregate amount with respect to all such payments not to exceed the Servicer Optional Modification Cap;
(5) to the applicable Series Accounts for the Class A Equipment Notes, the payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class A Equipment Notes, pro rata based on the amount due;
(6) to the applicable Series Accounts for the Class A Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (6);
(7) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clauses (3) and (6) above), pro rata according to the Outstanding Principal Balance of the Class A Equipment Notes;
(8) to the applicable Series Accounts for the Class B Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class B Equipment Notes, pro rata based on the amount due;
(9) to the applicable Series Accounts for the Class B Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (9);
(10) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class B Equipment Notes (after the payments in clauses (3) and (9) above), pro rata according to the Outstanding Principal Balance of the Class B Equipment Notes;
(11) to the Hedge Providers, the amount of any Subordinated Hedge Payments, pro rata based on the amount due;
(12) pro rata based on the amount due, to the applicable Series Accounts, all current and past due interest on the Outstanding Class C Equipment Notes of each Series, other than current or past due Additional Interest, until paid in full;
(13) to the applicable Series Accounts for the Class C Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class C Equipment Notes, pro rata based on the amount due;
(14) to the applicable Series Accounts for the Class C Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes (after the payments in clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (14);
(15) to the applicable Series Accounts for the Class A Equipment Notes, the payment of all current and past due Additional Interest due on the Class A Equipment Notes, pro rata based on the amount due;
(16) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due;
(17) to the applicable Series Accounts for the Class C Equipment Notes, the payment of all current and past due Additional Interest due on the Class C Equipment Notes, pro rata based on the amount due;
(18) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class C Equipment Notes (after the payments in clauses (3) and (14) above), pro rata according to the Outstanding Principal Balance of the Class C Equipment Notes;
(19) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders Holders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class (a) first all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata rata, based on the amount due, (b) second, an amount equal to 105% of the Allocable Subordinated Note Balance of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Series of Subordinated Notes) and (c) third, if the Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata rata, based on the amount due;
(20) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders Holders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of all current and past due Additional Interest due on such Series of Subordinated Notes, pro rata rata, based on the amount due;
(21) pro rata rata, based on the amount due, (A) to the Initial Purchasers of the Initial Notes, for the payment of any indemnities of the Issuer payable to the Initial Purchasers of the Initial Notes, and (B) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasers;
(22) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee) to pay or reimburse the Issuer (or the Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (4) above or from any other available source of revenues of the Issuer;
(23) to pay all other monetary obligations of the Issuer under the Operative Agreements; and
(24) as determined by the Administrator and delivered in writing to the IssuerIndenture Trustee, all remaining amounts, which may be distributed to the MemberCertificate Account for distribution to the Holders of the Class E Certificates, or as the Holders of the Class E Certificates may otherwise direct. For the avoidance of doubt, if an Event of Default has occurred and is continuing, the Net Disposition Proceeds will be included in the Available Collections Amount and paid pursuant to Section 3.11(b).
Appears in 1 contract
Railcar Disposition Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, to the extent that Net Disposition Proceeds have been transferred to the Collections Account during the related Collection Period and without limiting in any way the application of the second to last sentence of Section 3.12, the balance in the Collections Account allocable to such Railcar Dispositions will be applied in accordance with the order of priority set forth below:
(1) pro rata based on the amount due, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit;
(2) pro rata (A) to deposit in the Liquidity Reserve Account an amount equal to the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the sum of (i) the balance in the Liquidity Reserve Account and (ii) the then aggregate Liquidity Facility Available Amounts; and (B) to the Liquidity Facility Providers, to reimburse or repay pro rata the Liquidity Facility Providers in an amount equal to all principal and other amounts due to the Liquidity Facility Providers;
(3) pro rata based on the amountamount due, due to (i) the applicable Series Accounts for the Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes, an amount equal to 105% of the Allocable Note Balances of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Class A Equipment Notes, Class B Equipment Notes and Class C Equipment Notes), applied sequentially first, to the Class A Equipment Notes of the earliest issued Series and then to subsequent Series of Class A Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class A Equipment Notes in the same Series, but pro rata among any alphabetical sub-classes of the same Class until paid in full, second, to the Class B Equipment Notes of the earliest issued Series and then to subsequent Series of Class B Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-classes of the Class B Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full, and third, to the Class C Equipment Notes of the earliest issued Series and then to subsequent Series of Class C Equipment Notes in chronological order of issuance, and within each Series by ascending numeric order among any numerical sub-sub- classes of the Class C Equipment Notes in the same Series but pro rata among any alphabetical sub-classes of the same numerical Class until paid in full and (ii) each Hedge Provider, all Senior Hedge Payments due in respect of Hedge Agreements, including any Hedge Partial Termination Value payable by the Issuer in connection with the partial redemption described in subsection (i) above;
(4) to pay or reimburse the Servicer for Servicer Optional Modification Expenses, up to an aggregate amount with respect to all such payments not to exceed the Servicer Optional Modification Cap;
(5) to the applicable Series Accounts for the Class A Equipment Notes, the payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class A Equipment Notes, pro rata based on the amount due;
(6) to the applicable Series Accounts for the Class A Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (6);
(7) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clauses (3) and (6) above), pro rata according to the Outstanding Principal Balance of the Class A Equipment Notes;
(8) to the applicable Series Accounts for the Class B Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class B Equipment Notes, pro rata based on the amount due;
(9) to the applicable Series Accounts for the Class B Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Equipment Notes (after the payments in first clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (9);
(10) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class B Equipment Notes (after the payments in clauses (3) and (9) above), pro rata according to the Outstanding Principal Balance of the Class B Equipment Notes;
(11) to the Hedge Providers, the amount of any Subordinated Hedge Payments, pro rata based on the amount due;
(12) pro rata based on the amount due, to the applicable Series Accounts, all current and past due interest on the Outstanding Class C Equipment Notes of each Series, other than current or past due Additional Interest, until paid in full;
(13) to the applicable Series Accounts for the Class C Equipment Notes, for payment of any Redemption Premium relating to the Railcar Disposition owing to the Noteholders Holders of the Class C Equipment Notes, pro rata based on the amount due;
(14) to the applicable Series Accounts for the Class C Equipment Notes for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes (after the payments in clause (3) above), first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (14);
(15) to the applicable Series Accounts for the Class A Equipment Notes, the payment of all current and past due Additional Interest due on the Class A Equipment Notes, pro rata based on the amount due;
(16) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due;
; (17) to the applicable Series Accounts for the Class C Equipment Notes, the payment of all current and past due Additional Interest due on the Class C Equipment Notes, pro rata based on the amount due;
(18) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes for the payment of an amount equal to the then Outstanding Principal Balance of the Class C Equipment Notes (after the payments in clauses (3) and (14) above), pro rata according to the Outstanding Principal Balance of the Class C Equipment Notes;
(19) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class (a) first all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata based on the amount due, (b) second, an amount equal to 105% of the Allocable Subordinated Note Balance of the Portfolio Railcars relating to the Railcar Disposition from which the Net Disposition Proceeds were obtained (provided that such amounts shall not exceed the Outstanding Principal Balance of such Series of Subordinated Notes) and (c) third, if the Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata based on the amount due;
(20) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of all current and past due Additional Interest due on such Series of Subordinated Notes, pro rata based on the amount due;
(21) pro rata based on the amount due, (A) to the Initial Purchasers of the Initial Notes, for the payment of any indemnities of the Issuer payable to the Initial Purchasers of the Initial Notes, and (B) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasers;
(22) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee) to pay or reimburse the Issuer (or the Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (4) above or from any other available source of revenues of the Issuer;
(23) to pay all other monetary obligations of the Issuer under the Operative Agreements; and
(24) to the Issuer, all remaining amounts, which may be distributed to the Member. For the avoidance of doubt, if an Event of Default has occurred and is continuing, the Net Disposition Proceeds will be included in the Available Collections Amount and paid pursuant to Section 3.11(b).
Appears in 1 contract
