Common use of Senior Notes Interest Payment Accounts Clause in Contracts

Senior Notes Interest Payment Accounts. On each Quarterly Calculation Date, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing on the following Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, (i) to withdraw the funds allocated to its respective U.S. Dollar-denominated Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period (or, to the extent necessary to cover its Allocable Share of any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Fiscal Period) to be paid to the Senior Notes, up to its Allocable Share of the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts and (ii) if the amount of funds allocated to such Co-Issuer’s respective U.S. Dollar-denominated Senior Notes Interest Payment Account referred to in the foregoing sub-clause (i) is less than its Allocable Share of the accrued and unpaid Senior Notes Quarterly Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (with respect to each Co-Issuer, a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall of such Co-Issuer), from the following Accounts of such Co-Issuer: first, the Subordinated Notes Post-ARD Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Additional Interest Account, third, the Senior Notes Post-ARD Additional Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Cash Trap Reserve Account, eighth, the Senior Subordinated Notes Interest Payment Account and ninth the Senior Notes Principal Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount of such Co-Issuer, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Account. On each Quarterly Payment Date, the funds on deposit in each Senior Notes Interest Reserve Account (or, if the funds on deposit in such Senior Notes Interest Reserve Account are insufficient for such purpose, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes) shall be applied by the Trustee at the written instruction of the Managers (each acting on behalf of the applicable Co-Issuer) to pay in accordance with their respective Allocable Share, pro rata, any accrued and unpaid Senior Notes Quarterly Interest Amount of any Co-Issuer on the Senior Notes Outstanding and any accrued and unpaid Class A-1 Notes Commitment Fees of any Co-Issuer to the extent that amounts deposited into the applicable Series Distribution Account in accordance with the prior sentence are insufficient for such purposes. If on any Quarterly Calculation Date, the funds on deposit in any Co-Issuer’s respective U.S. Dollar-denominated Senior Notes Interest Payment Account in accordance with the first sentence of this subsection and the amounts deposited into the applicable Series Distribution Account on behalf of such Co-Issuer in accordance with the prior sentence are insufficient to pay such Co-Issuer’s Senior Interest Shortfall, then the Co-Issuers (or their Managers on their respective behalf) will instruct the Trustee in writing (to the extent of funds available and pro rata with any Commitment Fees Shortfall of such Co-Issuer) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s U.S. Dollar-denominated Accounts in the order described in the first sentence of this subsection and following the application of such sentence to such Accounts of the other Co-Issuer mutatis mutandis.

Senior Notes Interest Payment Accounts. On each Quarterly Calculation Date, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing on the following Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, (i) to withdraw the funds allocated to its respective U.S. Dollar-denominated Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period (or, to the extent necessary to cover its Allocable Share of any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Fiscal Period) to be paid to the Senior Notes, up to its Allocable Share of the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts and (ii) if the amount of funds allocated to such Co-Issuer’s respective U.S. Dollar-denominated Senior Notes Interest Payment Account referred to in the foregoing sub-clause (i) is less than its Allocable Share of the accrued and unpaid Senior Notes Quarterly Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (with respect to each Co-Co- Issuer, a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall of such Co-Issuer), from the following Accounts of such Co-Issuer: first, the Subordinated Notes Post-ARD Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Additional Interest Account, third, the Senior Notes Post-ARD Additional Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Cash Trap Reserve Account, eighth, the Senior Subordinated Notes Interest Payment Account and ninth the Senior Notes Principal Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount of such Co-Issuer, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Account. On each Quarterly Payment Date, the funds on deposit in each Senior Notes Interest Reserve Account (or, if the funds on deposit in such Senior Notes Interest Reserve Account are insufficient for such purpose, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes) shall be applied by the Trustee at the written instruction of the Managers (each acting on behalf of the applicable Co-Issuer) to pay in accordance with their respective Allocable Share, pro rata, any accrued and unpaid Senior Notes Quarterly Interest Amount of any Co-Issuer on the Senior Notes Outstanding and any accrued and unpaid Class A-1 Notes Commitment Fees of any Co-Issuer to the extent that amounts deposited into the applicable Series Distribution Account in accordance with the prior sentence are insufficient for such purposes. If on any Quarterly Calculation Date, the funds on deposit in any Co-Issuer’s respective U.S. Dollar-denominated Senior Notes Interest Payment Account in accordance with the first sentence of this subsection and the amounts deposited into the applicable Series Distribution Account on behalf of such Co-Issuer in accordance with the prior sentence are insufficient to pay such Co-Issuer’s Senior Interest Shortfall, then the Co-Issuers (or their Managers on their respective behalf) will instruct the Trustee in writing (to the extent of funds available and pro rata with any Commitment Fees Shortfall of such Co-Issuer) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s U.S. Dollar-denominated Accounts in the order described in the first sentence of this subsection and following the application of such sentence to such Accounts of the other Co-Issuer mutatis mutandis.