Common use of Subordinated Notes Principal Payment Accounts Clause in Contracts

Subordinated Notes Principal Payment Accounts. (i) On each Quarterly Calculation Date, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on the following Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to its respective U.S. Dollar-denominated Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period, to be paid in the following order: (A) to each applicable Class of Subordinated Notes up to such Co-Issuer’s Allocable Share of the aggregate amount of Indemnification Amounts, Release Prices, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) to each applicable Class of Subordinated Notes in the amounts distributed to such Co-Issuer’s respective Subordinated Notes Principal Payment Account pursuant to priorities (xvii), (xviii) and (xxv) of the Priority of Payments owed to each such Class of Subordinated Notes, in the order of priority set forth in the Priority of Payments with respect to such priorities (xvii), (xviii) and (xxv), and deposit such funds into the applicable Series Distribution Account. (ii) If the aggregate amount of funds allocated to each Co-Issuer’s Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period is less than such Co-Issuer’s Allocable Share of the Subordinated Notes Scheduled Principal Payments Amount owed to each applicable Class of Subordinated Notes on such Quarterly Payment Date and/or the amount of funds allocated to such Co-Issuer’s U.S. Dollar-denominated Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period is less than such Co-Issuer’s Allocable Share of Indemnification Amounts, Release Prices, Asset Disposition Proceeds and Insurance/Condemnation Proceeds due to be applied as a mandatory prepayment on such Quarterly Payment Date with respect to each applicable Class of Subordinated Notes, such Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw an amount equal to any such insufficiency (with respect to each Co-Issuer, a “Subordinated Principal Shortfall” (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Payment Date from any Collection Account Administrative Account pursuant to Sections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii), 5.12(i)(ii) and 5.12(j)(ii)) from the following U.S. Dollar-denominated Accounts of such Co-Issuer: first, the Subordinated Notes Post-ARD Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Additional Interest Account, and third, the Senior Notes Post-ARD Additional Interest Account, and deposit such funds into the applicable Series Distribution Accounts, to be paid to each applicable Class of Subordinated Notes up to such Co-Issuer’s Allocable Share of the amount of unpaid Subordinated Notes Scheduled Principal Payments Amounts, Indemnification Amounts, Release Prices, Asset Disposition Proceeds and/or Insurance/Condemnation Proceeds, as the case may be, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Subordinated Notes of such Class. If on any Quarterly Calculation Date, the funds on deposit in any Co-Issuer’s U.S. Dollar-denominated Subordinated Notes Principal Payment Account in accordance with the previous sentence are insufficient to pay such Co-Issuer’s Subordinated Principal Shortfall, then the Co-Issuers (or their Managers on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) 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 previous sentence and following the application of such sentence to the other Co-Issuer’s such Accounts, mutatis mutandis.

Subordinated Notes Principal Payment Accounts. (i) On each Quarterly Calculation Date, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on the following Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to its respective U.S. Dollar-denominated Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period, to be paid in the following order: (A) to each applicable Class of Subordinated Notes up to such Co-Issuer’s Allocable Share of the aggregate amount of Indemnification Amounts, Release Prices, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) to each applicable Class of Subordinated Notes in the amounts distributed to such Co-Issuer’s respective Subordinated Notes Principal Payment Account pursuant to priorities (xvii), (xviii) and (xxv) of the Priority of Payments owed to each such Class of Subordinated Notes, in the order of priority set forth in the Priority of Payments with respect to such priorities (xvii), (xviii) and (xxv), and deposit such funds into the applicable Series Distribution Account.the (ii) If the aggregate amount of funds allocated to each Co-Issuer’s Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period is less than such Co-Issuer’s Allocable Share of the Subordinated Notes Scheduled Principal Payments Amount owed to each applicable Class of Subordinated Notes on such Quarterly Payment Date and/or the amount of funds allocated to such Co-Issuer’s U.S. Dollar-denominated Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Fiscal Period is less than such Co-Issuer’s Allocable Share of Indemnification Amounts, Release Prices, Asset Disposition Proceeds and Insurance/Condemnation Proceeds due to be applied as a mandatory prepayment on such Quarterly Payment Date with respect to each applicable Class of Subordinated Notes, such Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw an amount equal to any such insufficiency (with respect to each Co-Issuer, a “Subordinated Principal Shortfall” (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Payment Date from any Collection Account Administrative Account pursuant to Sections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii), 5.12(i)(ii) and 5.12(j)(ii)) from the following U.S. Dollar-denominated Accounts of such Co-Issuer: first, the Subordinated Notes Post-ARD Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Additional Interest Account, and third, the Senior Notes Post-ARD Additional Interest Account, and deposit such funds into the applicable Series Distribution Accounts, to be paid to each applicable Class of Subordinated Notes up to such Co-Issuer’s Allocable Share of the amount of unpaid Subordinated Notes Scheduled Principal Payments Amounts, Indemnification Amounts, Release Prices, Asset Disposition Proceeds and/or Insurance/Condemnation Proceeds, as the case may be, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Subordinated Notes of such Class. If on any Quarterly Calculation Date, the funds on deposit in any Co-Issuer’s U.S. Dollar-denominated Subordinated Notes Principal Payment Account in accordance with the previous sentence are insufficient to pay such Co-Issuer’s Subordinated Principal Shortfall, then the Co-Issuers (or their Managers on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) 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 previous sentence and following the application of such sentence to the other Co-Issuer’s such Accounts, mutatis mutandis.