Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority: (i) first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(B) FRACTION"), shall be distributed to the Primary Liquidity Provider and the Policy Provider first in satisfaction of any amounts in arrears and then in satisfaction of any amounts not in arrears, pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to the Primary Liquidity Provider and the Policy Provider, respectively; (ii) second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the Primary Liquidity Facility)) then in arrears on all Liquidity Obligations (determined after giving effect to payments, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect of interest on drawings under the Primary Liquidity Facility) plus (B) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the Primary Liquidity Facility) (determined after giving effect to payments, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect of interest on drawings under the Primary Liquidity Facility), (ii) if the Primary Liquidity Provider has defaulted in its obligation to make any Interest Drawing, (A) the aggregate amount of interest accrued on the portion of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "Policy Provider Obligations" which is then in arrears plus (B) the aggregate amount of all accrued and unpaid interest on such Policy Drawings not in arrears to such Special Distribution Date, and (iii) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, the amount of such payment made to the Primary Liquidity Provider attributable to such interest accrued on such drawings, shall be distributed to the Primary Liquidity Provider and the Policy Provider, pro rata on the basis of the amount of such Liquidity Obligations owed to the Primary Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "second"; (iii) third, such amount as shall be required (A) if the Primary Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the Primary Cash Collateral Account up to the Required Amount shall be deposited in the Primary Cash Collateral Account, (B) if the Primary Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary Liquidity Facility have reduced the Maximum Available Commitment thereunder to zero, to deposit into the Primary Cash Collateral Account an amount equal to the Required Amount shall be deposited in the Primary Cash Collateral Account, (C) if, neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in an amount equal to the amount of any unreimbursed Interest Drawings shall be distributed to the Primary Liquidity Provider (other than amounts payable pursuant to clause "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider in respect of principal of drawings under the Primary Liquidity Facility), pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Provider, shall be distributed to the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", and if any amount shall be distributable under subclause (C) of this clause "third", pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third"; (iv) fourth, if, with respect to the Primary Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary Liquidity Provider shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under the Primary Liquidity Facility over (y) the Required Amount; (v) fifth, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account; (vi) sixth, if any Class G Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G Certificates on such Special Distribution Date shall be distributed to the Class G Trustee; (vii) seventh, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant to the preceding clauses of this Section 2.04(b) and other than any Policy Provider Interest Amounts) to the Policy Provider; (viii) eighth, such amount as shall be required to pay (x) Excess Reimbursement Obligations and Policy Provider Interest Amounts to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by the Section 2.04(b) Fraction; (ix) ninth, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee, provided that once all of the beneficial interest in the Initial Class C Holder has been transferred to an entity other than Delta or any of its Affiliates, the Expected Distributions on the Class C Certificates shall be distributed prior to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts and amounts due under the Policy Fee Letter to the Policy Provider as provided in the preceding clause "eighth"; (x) tenth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee; (xi) eleventh, such amount as shall be required, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve Account; and (xii) twelfth, the balance, if any, of such Special Payment shall be deposited in the Collection Account.
Appears in 1 contract
Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority:
(i) : first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(B) FRACTION")Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider first in satisfaction of any amounts in arrears and then in satisfaction of any amounts not in arrears, Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to the Primary each Liquidity Provider and the Policy Provider, respectively;
(ii) ; second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the Primary any Liquidity Facility)) then in arrears on all Liquidity Obligations (determined after giving effect to payments, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect of interest on drawings under the Primary Liquidity Facility) plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the Primary applicable Liquidity Facility) multiplied by (determined after giving effect to paymentsy) a fraction, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect numerator of interest on drawings under the Primary Liquidity Facility), (ii) if the Primary Liquidity Provider has defaulted in its obligation to make any Interest Drawing, (A) which is the aggregate outstanding principal amount of interest accrued Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the portion denominator of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "Policy Provider Obligations" which is then in arrears plus (B) the aggregate outstanding principal amount of all accrued and unpaid interest on such Policy Drawings not in arrears to such Special Distribution Date, and (iii) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, the amount of such payment made to the Primary Liquidity Provider attributable to such interest accrued on such drawingsEquipment Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider, Providers pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to the Primary each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "second";
(iii) Provider; third, such amount as shall be required (A) if the Primary any Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the Primary such Cash Collateral Account up to the its Required Amount shall be deposited in the Primary such Cash Collateral Account, (B) if the Primary any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary such Liquidity Facility have reduced the Maximum Available Commitment Amount thereunder to zero, to deposit into the Primary related Cash Collateral Account an amount equal to the such Cash Collateral Account's Required Amount shall be deposited in the Primary such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of any unreimbursed Interest Drawings under such Liquidity Facility shall be distributed to the Primary Liquidity Provider (other than amounts payable pursuant to clause "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider in respect of principal of drawings under the Primary Liquidity Facility), pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Provider, shall be distributed to the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", and if any amount shall be distributable under subclause (C) of this clause "third", in each case pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such the required deposits and/or unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third";
(iv) Drawings; fourth, if, with respect to the Primary any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under the Primary such Liquidity Facility over (y) the Required Amount;
(v) Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Liquidity Provider; fifth, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account;
(vi) sixth, if any Class G A-1 Certificates or Class A-2 Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G A-1 Certificates on such Special Distribution Date shall be distributed to the Class G A-1 Trustee and such amount as shall be required to pay in full Expected Distributions to the holders of Class A-2 Certificates on such Special Distribution Date shall be distributed to the Class A-2 Trustee;
(vii) seventh, pro rata on the basis of such amounts in respect of each such Class of Certificates; sixth, if any Class B Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant in full Expected Distributions to the preceding clauses holders of this Section 2.04(b) and other than any Policy Provider Interest Amounts) Class B Certificates on such Special Distribution Date shall be distributed to the Policy Provider;
(viii) eighth, such amount as shall be required to pay (x) Excess Reimbursement Obligations and Policy Provider Interest Amounts to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by the Section 2.04(b) Fraction;
(ix) ninthClass B Trustee; seventh, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee; eighth, provided that once all of the beneficial interest in the Initial Class C Holder has been transferred to an entity other than Delta or any of its Affiliates, the Expected Distributions on if the Class C D Certificates shall be distributed prior to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts have been issued and amounts due under the Policy Fee Letter to the Policy Provider as provided in the preceding clause "eighth";
(x) tenth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;
(xi) eleventh, such amount as shall be required, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve Account; and
(xii) twelfthand ninth, the balance, if any, of such Special Payment shall be deposited in the Collection Account.
Appears in 1 contract
Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority:
(i) : first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(BSection 2.04(b) FRACTIONFraction"), shall be distributed to the Primary Liquidity Provider Providers and the Policy Provider first in satisfaction of any amounts in arrears and then in satisfaction of any amounts not in arrears, pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to the Primary each Liquidity Provider and the Policy Provider, respectively;
(ii) ; second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the Primary any Liquidity Facility)) then in arrears on all Liquidity Obligations (determined after giving effect to payments, if any, payments made by the Policy Provider to the Primary each Liquidity Provider, if any, in respect of interest on drawings under the Primary Liquidity FacilityFacilities) plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the Primary applicable Liquidity Facility) (determined after giving effect to payments, if any, payments made by the Policy Provider to the Primary each Liquidity Provider, if any, in respect of interest on drawings under the Primary Liquidity Facility)Facilities) multiplied by (y) the Section 2.04(b) Fraction, (ii) if the Primary Class G-1 Liquidity Provider or Class G-2 Liquidity Provider has defaulted in its obligation to make any Interest Drawing, (A) the aggregate amount of interest accrued on the portion of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "Policy Provider Obligations" which is then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on such Policy Drawings not in arrears to such Special Distribution DateDate multiplied by (y) the Section 2.04(b) Fraction, and (iii) if the Policy Provider has elected to pay to the Primary each Liquidity Provider all outstanding drawings and interest owing to the Primary such Liquidity Provider under the Primary its Liquidity Facility pursuant to Section 2.06(c) hereof, the amount of such payment made to the Primary Liquidity Provider Providers attributable to such interest accrued on such drawings, shall be distributed to the Primary Liquidity Provider Providers and the Policy Provider, Provider pro rata on the basis of the amount of such Liquidity Obligations owed to the Primary each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "second";
(iii) ; third, such amount as shall be required (A) if the Primary any Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the Primary such Cash Collateral Account up to the its Required Amount shall be deposited in the Primary such Cash Collateral Account, (B) if the Primary any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary such Liquidity Facility have reduced the Maximum Available Commitment Amount thereunder to zero, to deposit into the Primary related Cash Collateral Account an amount equal to the such Cash Collateral Account's Required Amount shall be deposited in the Primary such Cash Collateral Account, (C) if, with respect to any particular Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of any unreimbursed Interest Drawings under such Liquidity Facility shall be distributed to the Primary such Liquidity Provider (other than amounts payable pursuant to clause "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider in respect of principal of drawings under the Primary Liquidity FacilityFacilities), pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected to pay to the Primary each Liquidity Provider all outstanding drawings and interest owing to the Primary such Liquidity Provider under the Primary its Liquidity Facility pursuant to Section 2.06(c) hereof, to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity ProviderProviders, shall be distributed to the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", and if any amount shall be distributable under subclause (C) of this clause "third", pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third";
(iv) ; fourth, if, with respect to the Primary any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under the Primary such Liquidity Facility over (y) the Required Amount;
(v) Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Liquidity Provider; fifth, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account;
(vi) sixth, if any Class G G-1 Certificates or Class G-2 Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G G-1 Certificates on such Special Distribution Date shall be distributed to the Class G G-1 Trustee and such amount as shall be required to pay in full Expected Distributions to the holders of Class G-2 Certificates on such Special Distribution Date shall be distributed to the Class G-2 Trustee;
(vii) seventh, pro rata on the basis of such amounts in respect of each such Class of Certificates; sixth, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant to the preceding clauses of this Section 2.04(b2.04(b)(i) and other than any Policy Provider Interest AmountsExcess Reimbursement Obligations) to the Policy Provider;
(viii) eighth, such amount as shall be required to pay (x) Excess Reimbursement Obligations and Policy Provider Interest Amounts to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by the Section 2.04(b) Fraction;
(ix) ninth; seventh, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee; eighth, provided that once all of the beneficial interest in the Initial Class C Holder has been transferred to an entity other than Delta or any of its Affiliates, the Expected Distributions on the Class C Certificates such amount as shall be distributed prior required to pay (x) Excess Reimbursement Obligations to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts and (y) the product of any amounts due under the Policy Fee Letter to multiplied by the Policy Provider as provided fraction specified in the preceding clause (i)(B)(y) of clause "eighth";
(x) tenththird" of this Section 2.04(b)(i); ninth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;
(xi) eleventh, such amount as shall be required, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve Account; and
(xii) twelfthand tenth, the balance, if any, of such Special Payment shall be deposited in the Collection Account.
Appears in 1 contract
Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority:
(i) : first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(B) FRACTION")Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider first in satisfaction of any amounts in arrears and then in satisfaction of any amounts not in arrears, Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to the Primary each Liquidity Provider and the Policy Provider, respectively;
(ii) ; second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the Primary any Liquidity Facility)) then in arrears on all Liquidity Obligations (determined after giving effect to payments, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect of interest on drawings under the Primary Liquidity Facility) plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the Primary applicable Liquidity Facility) multiplied by (determined after giving effect to paymentsy) a fraction, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect numerator of interest on drawings under the Primary Liquidity Facility), (ii) if the Primary Liquidity Provider has defaulted in its obligation to make any Interest Drawing, (A) which is the aggregate outstanding principal amount of interest accrued Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the portion denominator of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "Policy Provider Obligations" which is then in arrears plus (B) the aggregate outstanding principal amount of all accrued and unpaid interest on such Policy Drawings not in arrears to such Special Distribution Date, and (iii) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, the amount of such payment made to the Primary Liquidity Provider attributable to such interest accrued on such drawingsEquipment Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider, Providers pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to the Primary each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "second";
(iii) Provider; third, such amount as shall be required (A) if the Primary any Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the Primary such Cash Collateral Account up to the its Required Amount shall be deposited in the Primary such Cash Collateral Account, (B) if the Primary any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary such Liquidity Facility have reduced the Maximum Available Commitment Amount thereunder to zero, to deposit into the Primary related Cash Collateral Account an amount equal to the such Cash Collateral Account's Required Amount shall be deposited in the Primary such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of any unreimbursed Interest Drawings under such Liquidity Facility shall be distributed to the Primary Liquidity Provider (other than amounts payable pursuant to clause "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider in respect of principal of drawings under the Primary Liquidity Facility), pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Provider, shall be distributed to the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", and if any amount shall be distributable under subclause (C) of this clause "third", in each case pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such the required deposits and/or unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third";
(iv) Drawings; fourth, if, with respect to the Primary any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under the Primary such Liquidity Facility over (y) the Required Amount;
(v) Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Liquidity Provider; fifth, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account;
(vi) sixth, if any Class G A-1 Certificates or Class A-2 Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G A-1 Certificates on such Special Distribution Date shall be distributed to the Class G A-1 Trustee and such amount as shall be required to pay in full Expected Distributions to the holders of Class A-2 Certificates on such Special Distribution Date shall be distributed to the Class A-2 Trustee;
(vii) seventh, pro rata on the basis of such amounts in respect of each such Class of Certificates; sixth, if any Class B Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant in full Expected Distributions to the preceding clauses holders of this Section 2.04(b) and other than any Policy Provider Interest Amounts) Class B Certificates on such Special Distribution Date shall be distributed to the Policy Provider;
(viii) eighth, such amount as shall be required to pay (x) Excess Reimbursement Obligations and Policy Provider Interest Amounts to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by the Section 2.04(b) Fraction;
(ix) ninthClass B Trustee; seventh, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee, provided that once all of the beneficial interest in the Initial Class C Holder has been transferred to an entity other than Delta or any of its Affiliates, the Expected Distributions on the Class C Certificates shall be distributed prior to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts and amounts due under the Policy Fee Letter to the Policy Provider as provided in the preceding clause "; eighth";
(x) tenth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;
(xi) eleventh, such amount as shall be required, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve Account; and
(xii) twelfthand ninth, the balance, if any, of such Special Payment shall be deposited in the Collection Account.
Appears in 1 contract
Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority:
(i) : first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(B) FRACTION")Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider first in satisfaction of any amounts in arrears and then in satisfaction of any amounts not in arrears, Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to the Primary each Liquidity Provider and the Policy Provider, respectively;
(ii) ; second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the Primary any Liquidity Facility)) then in arrears on all Liquidity Obligations (determined after giving effect to payments, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect of interest on drawings under the Primary Liquidity Facility) plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the Primary applicable Liquidity Facility) multiplied by (determined after giving effect to paymentsy) a fraction, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect numerator of interest on drawings under the Primary Liquidity Facility), (ii) if the Primary Liquidity Provider has defaulted in its obligation to make any Interest Drawing, (A) which is the aggregate outstanding principal amount of interest accrued Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the portion denominator of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "Policy Provider Obligations" which is then in arrears plus (B) the aggregate outstanding principal amount of all accrued and unpaid interest on such Policy Drawings not in arrears to such Special Distribution Date, and (iii) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, the amount of such payment made to the Primary Liquidity Provider attributable to such interest accrued on such drawingsEquipment Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider, Providers pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to the Primary each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "second";
(iii) Provider; third, such amount as shall be required (A) if the Primary any Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the Primary such Cash Collateral Account up to the its Required Amount shall be deposited in the Primary such Cash Collateral Account, (B) if the Primary any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary such Liquidity Facility have reduced the Maximum Available Commitment Amount thereunder to zero, to deposit into the Primary related Cash Collateral Account an amount equal to the such Cash Collateral Account's Required Amount shall be deposited in the Primary such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of any unreimbursed Interest Drawings under such Liquidity Facility shall be distributed to the Primary Liquidity Provider (other than amounts payable pursuant to clause "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider in respect of principal of drawings under the Primary Liquidity Facility), pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Provider, shall be distributed to the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", and if any amount shall be distributable under subclause (C) of this clause "third", in each case pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such the required deposits and/or unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third";
(iv) Drawings; fourth, if, with respect to the Primary any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under the Primary such Liquidity Facility over (y) the Required Amount;
(v) Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Liquidity Provider; fifth, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account;
(vi) sixth, if any Class G A-1 Certificates or Class A-2 Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G A-1 Certificates on such Special Distribution Date shall be distributed to the Class G A-1 Trustee and such amount as shall be required to pay in full Expected Distributions to the holders of Class A-2 Certificates on such Special Distribution Date shall be distributed to the Class A-2 Trustee;
(vii) seventh, pro rata on the basis of such amounts in respect of each such Class of Certificates; sixth, if any Class B Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant in full Expected Distributions to the preceding clauses holders of this Section 2.04(b) and other than any Policy Provider Interest Amounts) Class B Certificates on such Special Distribution Date shall be distributed to the Policy Provider;
(viii) eighth, such amount as shall be required to pay (x) Excess Reimbursement Obligations and Policy Provider Interest Amounts to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by the Section 2.04(b) Fraction;
(ix) ninthClass B Trustee; seventh, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee, provided that once all of the beneficial interest in the Initial Class C Holder has been transferred to an entity other than Delta or any of its Affiliates, the Expected Distributions on the Class C Certificates shall be distributed prior to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts and amounts due under the Policy Fee Letter to the Policy Provider as provided in the preceding clause "; eighth";
(x) tenth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;
(xi) eleventh; ninth, if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Special Distribution Date, such amount as shall be required, if the Above-Cap Reserve Account had been previously funded as provided required to pay in Section 3.06(f), full Expected Distributions to fund the Above-Cap Reserve Account up to an amount equal holders of Class E Certificates on such Special Distribution Date shall be distributed to the Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve AccountClass E Trustee; and
(xii) twelfthand tenth, the balance, if any, of such Special Payment shall be deposited in the Collection Account.
Appears in 1 contract
Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority:
(i) : first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(B) FRACTION")Notes, shall be distributed to the applicable Primary Liquidity Provider and the Policy Provider first Provider, first, in satisfaction of any amounts in arrears and then past due amounts, then, in satisfaction of any amounts not the accrued amounts, in arrearseach case, pro rata on the basis of the amount of Liquidity Expenses owed to each Primary Liquidity Provider and Policy Expenses owed to the Primary Liquidity Provider and the Policy Provider, respectively;
(ii) ; second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the any Primary Liquidity Facility)) then in arrears on all Liquidity Obligations (at the rate provided in the applicable Primary Liquidity Facility, determined after giving effect to payments, if any, payments made by the Policy Provider to the each Primary Liquidity Provider, if any, in respect of interest on drawings Drawings under the Primary Liquidity FacilityFacilities) plus (B) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the applicable Primary Liquidity Facility) (, determined after giving effect to payments, if any, payments made by the Policy Provider to the each Primary Liquidity Provider, if any, in respect of interest on drawings Drawings under the Primary Liquidity FacilityFacilities), (ii) if the Class G Primary Liquidity Provider has defaulted in its obligation to make a payment on any Interest DrawingDrawing in respect of the Class G Certificates, (A) the aggregate amount of interest accrued on the portion of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "Policy Provider Obligations" which that is then in arrears plus (B) the aggregate amount of all accrued and unpaid interest on such Policy Drawings (at the rate specified in the immediately preceding clause (A)) not in arrears to such Special Distribution Date, Date and (iii) if the Policy Provider has elected to pay to the each Primary Liquidity Provider all outstanding drawings Drawings and interest owing to the such Primary Liquidity Provider under the its Primary Liquidity Facility pursuant to Section 2.06(c) hereof), the amount of such payment made to the Primary Liquidity Provider Providers attributable to such interest accrued on such drawingsDrawings, shall be distributed in the case of clause (i) above to the Primary Liquidity Provider Providers and in the case of clauses (ii) and (iii) above, to the Policy Provider, Provider pro rata (without duplication) on the basis of the amount of such Liquidity Obligations owed amounts owing to the Primary Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider each under this clause "second";
(iii) ; third, such amount as shall be required (A) if the any Primary Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the such Primary Cash Collateral Account up to the its Required Amount shall be deposited in the such Primary Cash Collateral Account, (B) if the any Primary Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the such Primary Liquidity Facility have reduced the Maximum Available Commitment Amount thereunder to zero, to deposit into the related Primary Cash Collateral Account an amount equal to the such Primary Cash Collateral Account's Required Amount shall be deposited in the such Primary Cash Collateral Account, (C) if, with respect to any particular Primary Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in respect of such Primary Liquidity Facility in an amount equal to the amount of any unreimbursed Interest Drawings under such Primary Liquidity Facility shall be distributed to the such Primary Liquidity Provider (other than amounts payable pursuant to clause clauses "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the such Primary Liquidity Provider in respect of principal of drawings Drawings under the its Primary Liquidity Facility), in each case pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and the amount of unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected to pay to the each Primary Liquidity Provider all outstanding drawings Drawings and interest owing to the such Primary Liquidity Provider under the its Primary Liquidity Facility pursuant to Section 2.06(c) hereof), to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Provider, shall be distributed to the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", " and if any amount shall be distributable under subclause (C) of this clause "third", pro rata (without duplication) with any amount distributable pursuant to such subclause (C) ), on the basis of the amounts amount of all such unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third";
(iv) ; fourth, if, with respect to the any particular Primary Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary Liquidity Provider with respect to such Primary Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances under such Primary Liquidity Facility (whether or not then due, and after giving effect to any payments to be made under Sections 3.06(f)(iv) under the Primary Liquidity Facility and 3.06(f)(vi), as applicable), over (y) the Required Amount;
(v) Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Primary Liquidity Provider; fifth, if the Above-Cap Reserve Account had has been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the applicable Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account;
(vi) ; sixth, if any Class G Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G Certificates on such Special Distribution Date shall be distributed to the Class G Trustee;
(vii) ; seventh, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant to the preceding clauses of this Section 2.04(b2.04(b)(i) and other than any Policy Provider Interest Amounts) to the Policy Provider;
(viii) eighth, such amount as shall be required to pay (x) Excess Reimbursement Obligations Obligations) and Policy Provider Interest Amounts to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by shall be distributed to the Section 2.04(b) Fraction;
(ix) ninthPolicy Provider; eighth, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee; ninth, provided that once all of the beneficial interest such amount as shall be required to pay in the Initial Class C Holder has been transferred to an entity other than Delta or any of its Affiliates, the Expected Distributions on the Class C Certificates full Excess Reimbursement Obligations shall be distributed prior to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts and amounts due under the Policy Fee Letter to the Policy Provider as provided in the preceding clause "eighth";
(x) Provider; tenth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;
(xi) , provided, however, that if all of the Class D Certificates are owned by one or more Persons that are not Affiliates of American and the sale or sales of such Class D Certificates to such Person or Persons occurred prior to the occurrence of an Indenture Event of Default under any Indenture, the Expected Distributions on the Class D Certificates shall be distributed immediately prior to the payment in clause "ninth" above; eleventh, if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Special Distribution Date, such amount as shall be requiredrequired to pay in full Expected Distributions to holders of Class E Certificates on such Special Distribution Date shall be distributed to the Class E Trustee; twelfth, if the Above-Cap Reserve Account had has been previously funded as provided in Section 3.06(f), to fund the such Above-Cap Reserve Account up to an amount equal to the applicable Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve Account; and
(xii) twelfthand thirteenth, the balance, if any, of such Special Payment shall be deposited in the Collection AccountAccount for distribution in accordance with Section 3.02 hereof.
Appears in 1 contract
Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority:
(i) : first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(B) FRACTION")Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider first in satisfaction of any amounts in arrears and then in satisfaction of any amounts not in arrears, Providers pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to the Primary each Liquidity Provider and the Policy Provider, respectively;
(ii) ; second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the Primary any Liquidity Facility)) then in arrears on all Liquidity Obligations (determined after giving effect to payments, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect of interest on drawings under the Primary Liquidity Facility) plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the Primary applicable Liquidity Facility) multiplied by (determined after giving effect to paymentsy) a fraction, if any, made by the Policy Provider to the Primary Liquidity Provider, in respect numerator of interest on drawings under the Primary Liquidity Facility), (ii) if the Primary Liquidity Provider has defaulted in its obligation to make any Interest Drawing, (A) which is the aggregate outstanding principal amount of interest accrued Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the portion denominator of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "Policy Provider Obligations" which is then in arrears plus (B) the aggregate outstanding principal amount of all accrued and unpaid interest on such Policy Drawings not in arrears to such Special Distribution Date, and (iii) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, the amount of such payment made to the Primary Liquidity Provider attributable to such interest accrued on such drawingsEquipment Notes, shall be distributed to the Primary Liquidity Provider and the Policy Provider, Providers pro rata on the basis of the amount of such Liquidity Obligations accrued and unpaid interest owed to the Primary each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "second";
(iii) Provider; third, such amount as shall be required (A) if the Primary any Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the Primary such Cash Collateral Account up to the its Required Amount shall be deposited in the Primary such Cash Collateral Account, (B) if the Primary any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary such Liquidity Facility have reduced the Maximum Available Commitment Amount thereunder to zero, to deposit into the Primary related Cash Collateral Account an amount equal to the such Cash Collateral Account's Required Amount shall be deposited in the Primary such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of any unreimbursed Interest Drawings under such Liquidity Facility shall be distributed to the Primary Liquidity Provider (other than amounts payable pursuant to clause "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider in respect of principal of drawings under the Primary Liquidity Facility), pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected to pay to the Primary Liquidity Provider all outstanding drawings and interest owing to the Primary Liquidity Provider under the Primary Liquidity Facility pursuant to Section 2.06(c) hereof, to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Provider, shall be distributed to the Policy Provider, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", and if any amount shall be distributable under subclause (C) of this clause "third", in each case pro rata with any amount distributable pursuant to such subclause (C) on the basis of the amounts of all such the required deposits and/or unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third";
(iv) Drawings; fourth, if, with respect to the Primary any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under the Primary such Liquidity Facility over (y) the Required Amount;
(v) Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Liquidity Provider; fifth, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account;
(vi) sixth, if any Class G A-1 Certificates or Class A-2 Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G A-1 Certificates on such Special Distribution Date shall be distributed to the Class G A-1 Trustee and such amount as shall be required to pay in full Expected Distributions to the holders of Class A-2 Certificates on such Special Distribution Date shall be distributed to the Class A-2 Trustee;
(vii) seventh, pro rata on the basis of such amounts in respect of each such Class of Certificates; sixth, if any Class B Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant in full Expected Distributions to the preceding clauses holders of this Section 2.04(b) and other than any Policy Provider Interest Amounts) Class B Certificates on such Special Distribution Date shall be distributed to the Policy Provider;
(viii) eighth, such amount as shall be required to pay (x) Excess Reimbursement Obligations and Policy Provider Interest Amounts to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by the Section 2.04(b) Fraction;
(ix) ninthClass B Trustee; seventh, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee, provided that once all of the beneficial interest in the Initial Class C Holder has been transferred to an entity other than Delta or any of its Affiliates, the Expected Distributions on the Class C Certificates shall be distributed prior to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts and amounts due under the Policy Fee Letter to the Policy Provider as provided in the preceding clause "; eighth";
(x) tenth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;
(xi) eleventh; ninth, if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Special Distribution Date, such amount as shall be required, if the Above-Cap Reserve Account had been previously funded as provided required to pay in Section 3.06(f), full Expected Distributions to fund the Above-Cap Reserve Account up to an amount equal holders of Class E Certificates on such Special Distribution Date shall be distributed to the Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve AccountClass E Trustee; and
(xii) twelfthand tenth, the balance, if any, of such Special Payment shall be deposited in the Collection Account. For the purposes of this Section 2.04(b), clause (x) of the definition of "Expected Distributions" shall be deemed to read as follows: "(x) accrued, due and unpaid interest in respect of such Certificates together with (without duplication) accrued and unpaid interest in respect of a portion of such Certificates equal to the outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid (immediately prior to such redemption, purchase or prepayment)".
(ii) Upon the occurrence of a Triggering Event (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase or prepayment of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in accordance with Section 3.03.
Appears in 1 contract
Redemptions, Purchases and Prepayments of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), subject to Section 2.04(b)(iii), the Subordination Agent shall make distributions pursuant to this Section 2.04(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV) or prepayment (including upon Acceleration) of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority:
(i) : first, such amount as shall be required to pay (A) all accrued and unpaid Liquidity Expenses and Policy Expenses then in arrears plus (B) the product of (x) the aggregate amount of all accrued and unpaid Liquidity Expenses and Policy Expenses not in arrears to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "SECTION 2.04(BSection 2.04(b) FRACTIONFraction"), shall be distributed to the Primary applicable Liquidity Provider and the Policy Provider first Provider, first, in satisfaction of any amounts in arrears past due amounts, and then then, in satisfaction of any amounts not the accrued amounts, in arrearseach case, pro rata on the basis of the amount of Liquidity Expenses owed to each Liquidity Provider and Policy Expenses owed to the Primary Liquidity Provider and the Policy Provider, respectively;
(ii) ; second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in the Primary respective Liquidity Facility)) then in arrears on all Liquidity Obligations (determined after giving effect to payments, if any, made by at the Policy Provider to rate provided in the Primary Liquidity Provider, in respect of interest on drawings under the Primary applicable Liquidity Facility) plus (B) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the Primary applicable Liquidity Facility) (, determined after giving effect to payments, if any, payments made by the Policy Provider to the Primary each Liquidity Provider, if any, in respect of interest on drawings Drawings under the Primary Liquidity FacilityFacilities), (ii) if the Primary Liquidity Provider has defaulted in its obligation to make any Interest Drawing, (A) the aggregate amount of interest all accrued on the portion of any Policy Drawing made to cover the shortfall attributable to such default by the Primary Liquidity Provider at the rate provided in the "except" clause of clause (ii) of the definition of "and unpaid Policy Provider Obligations" which is Interest Drawing Amounts then in arrears plus (B) the aggregate amount of all accrued and unpaid interest on such Policy Drawings Provider Interest Drawing Amounts not in arrears to such Special Distribution Date, Date and (iii) if the Policy Provider has elected paid to pay to the Primary each Liquidity Provider all outstanding drawings Drawings and interest owing to the Primary such Liquidity Provider under the Primary its Liquidity Facility pursuant to Section 2.06(c) hereof), the amount of such payment made to the Primary Liquidity Provider Providers attributable to such interest accrued on such drawingsDrawings, shall be distributed in the case of clause (i) above to the Primary respective Liquidity Provider and in the case of clauses (ii) and (iii) above, to the Policy Provider, Provider pro rata (without duplication) on the basis of the amount of such Liquidity Obligations owed amounts owing to the Primary Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider each under this clause "second";
(iii) ; third, such amount as shall be required (A) if the Primary any Cash Collateral Account has been previously funded as provided in Section 3.06(f), to fund the Primary such Cash Collateral Account up to the applicable Required Amount shall be deposited in the Primary such Cash Collateral Account, (B) if the Primary any Liquidity Facility shall have become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary such Liquidity Facility have reduced the Maximum Available Commitment Amount thereunder to zero, to deposit into the Primary related Cash Collateral Account an amount equal to the applicable Required Amount shall be deposited in the Primary such Cash Collateral Account, (C) if, if neither subclause (A) nor subclause (B) of this clause "third" is applicable, to pay or reimburse the Primary Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of any unreimbursed Interest Drawings under such Liquidity Facility shall be distributed to the Primary such Liquidity Provider (other than amounts payable pursuant to clause "first" or "second" of this Section 2.04(b) and as determined after giving effect to payments made by the Policy Provider to the Primary Liquidity Provider Provider, in respect of principal of drawings under the Primary Liquidity Facility), each case pro rata with any amount distributable pursuant to subclause (D) of this clause "third" on the basis of the amount of all such unreimbursed Interest Drawings and the amount of unreimbursed Policy Provider Obligations payable to the Policy Provider under subclause (D) of this clause "third" and (D) if the Policy Provider has elected paid to pay to the Primary each Liquidity Provider all outstanding drawings Drawings and interest thereon owing to the Primary such Liquidity Provider under the Primary its Liquidity Facility pursuant to Section 2.06(c) hereof), to reimburse the Policy Provider for the principal amount of such payment made to the Primary Liquidity Provider, shall be distributed to the Policy ProviderProviders, but only after giving effect to the application of amounts, if any, under subclause (A) or (B) of this clause "third", " and if any amount shall be distributable under subclause (C) of this clause "third", pro rata (without duplication) with any amount distributable pursuant to such subclause (C) ), on the basis of the amounts amount of all such unreimbursed Interest Drawings and the amount of such unreimbursed Policy Provider Obligations payable to the Policy Provider under this clause "third";
(iv) ; fourth, if, with respect to the Primary any Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or (B) of clause "third" above, then the Primary related Liquidity Provider shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances under such Liquidity Facility (whether or not then due) , and after giving effect to any payments to be made under the Primary Liquidity Facility Section 3.06(f)(ii)), over (y) the Required Amount;
(v) Amount for the relevant Class, pro rata, on the basis of such amounts in respect of each Liquidity Facility; fifth, if the Above-Cap Reserve Account had been previously funded as provided in Section 3.06(f), such amount as shall be required to fund the Above-Cap Reserve Account up to an amount equal to the Termination Amount (as recalculated on such Distribution Date) less any amount then on deposit in the Above-Cap Account shall be deposited in the Above-Cap Reserve Account;
(vi) sixth, if any Class G Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G Certificates on such Special Distribution Date shall be distributed to the Class G Trustee;
(vii) seventh; sixth, such amount as shall be required to pay all Policy Provider Obligations then due (other than amounts payable pursuant with any amount due under the Policy Fee Letter calculated to equal the preceding clauses product of this the Section 2.04(b) Fraction and other than any the amount due under the Policy Provider Interest AmountsFee Letter) shall be distributed to the Policy Provider;
(viii) eighth; seventh, such amount as shall be required to pay (x) Excess Reimbursement Obligations and Policy Provider Interest Amounts Amounts, shall be distributed to the Policy Provider and (y) the product of any amounts due under the Policy Fee Letter multiplied by the Section 2.04(b) Fraction;
(ix) ninthProvider; eighth, if any Class C Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee, provided provided, however, that once if all of the beneficial interest in the Initial Class C Holder has Certificates have been transferred sold by the initial holder thereof to one or more Persons that are not an entity other than Delta American Entity and the sale or sales of such Class C Certificates to such Person or Persons occurred prior to the occurrence of an Indenture Event of Default under any of its AffiliatesIndenture, the Expected Distributions on the Class C Certificates shall be distributed immediately prior to the payment of Excess Reimbursement Obligations, Policy Provider Interest Amounts and amounts due under the Policy Fee Letter to the Policy Provider as provided in the preceding clause "eighth";
(x) tenthseventh" above; ninth, if any Class D Certificates are Outstanding on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;
(xi) eleventh; tenth, if the Class E Certificates have been issued and any Class E Certificates are Outstanding on such Special Distribution Date, such amount as shall be required, if the Above-Cap Reserve Account had been previously funded as provided required to pay in Section 3.06(f), full Expected Distributions to fund the Above-Cap Reserve Account up to an amount equal holders of Class E Certificates on such Special Distribution Date shall be distributed to the Termination Amount (as recalculated on such Distribution Date) shall be deposited in the Above-Cap Reserve AccountClass E Trustee; and
(xii) twelfthand eleventh, the balance, if any, of such Special Payment shall be deposited in the Collection AccountAccount for distribution in accordance with Section 3.02 hereof.
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