Common use of Voluntary Decrease Clause in Contracts

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 2017-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2017-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 2017-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 2017-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 2017-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2017-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Jay Merger Sub, Inc.

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Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 20172020-1 Class A-1 Funding Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit A hereto, the Co-Issuers Issuer may decrease the Series 20172020-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172020-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172020-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172020-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172020-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 20172020-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172020-1 Class A-1 Note Purchase Agreement. Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172020-1 Class A-1 Note Purchase Agreement) shall be deposited in into the Collection Account for allocation as Series 2020-1 Class A-1 Other Amounts pursuant to the Priority of PaymentsPayments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Vale Merger Sub, Inc.

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 20172018-1 Class A-1 Funding Administrative Agent and the Trustee, substantially in the Coform set forth in Exhibit A-1-Issuers 1 hereto, the Issuer may decrease the Series 20172018-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172018-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172018-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172018-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172018-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 20172018-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172018-1 Class A-1 Note Purchase Agreement. Any associated Series 20172018-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172018-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Note Purchase Agreement (Wingstop Inc.)

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least three (3) Business Days’ prior written notice substantially in the form of Exhibit E hereto to the each Series 20172022-1 Class A-1 Funding Investor, the Series 2022-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20172022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b2.02(b), a “Voluntary Decrease”) by depositing in the Series 20172022-1 Class A-1 Distribution Account not later than 10:00 10 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172022-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b2.02(b)) up to the Series 20172022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2022-1 Class A-1 Note Purchase Agreement); provided provided, that to the extent the deposit into the Series 20172022-1 Class A-1 Distribution Account described above is not made by 10:00 10 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172022-1 Class A-1 Note Purchase Agreement. Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance In connection with the Series 2017-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease that Decrease, the amount on deposit in the Collection Account is sufficient to pay Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Dominos Pizza Inc

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 20172019-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20172019-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172019-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172019-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172019-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172019-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 20172019-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172019-1 Class A-1 Note Purchase Agreement. Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172019-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation allocated as Series 2019-1 Class A-1 Other Amounts pursuant to the Priority of PaymentsPayments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Base Indenture (Dine Brands Global, Inc.)

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 20172020-1 Class A-1 Funding Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit A hereto, the Co-Issuers Issuer may decrease the Series 20172020-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172020-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172020-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172020-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172020-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 20172020-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172020-1 Class A-1 Note Purchase Agreement. Any associated Series 20172020-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172020-1 Class A-1 Note Purchase Agreement) shall be deposited in into the Collection Account for allocation as Series 2020-1 Class A-1 Other Amounts pursuant to the Priority of PaymentsPayments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Wingstop Inc.

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit A hereto, the Co-Issuers may decrease the Series 20172019-1 3 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172019-1 3 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172019-1 3 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172019-1 3 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided provided, that to the extent the deposit into the Series 20172019-1 3 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any associated Series 20172019-1 3 Class A-1 Breakage Amounts incurred as a result of such decrease Voluntary Decrease (calculated in accordance with the Series 2017-1 Class A-1 Note Purchase Agreement) shall be deposited into the applicable Collection Account(s) as indicated in the Collection Account related Weekly Manager’s Certificate for allocation as Series 2019-3 Class A-1 Notes Other Amounts pursuant to the Priority of PaymentsPayments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account Accounts is sufficient to pay the Trustee, the Servicer and the ManagerManagers, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Driven Brands Holdings Inc.

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice substantially in the form of Exhibit D hereto to the Series 20172022-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20172022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172022-1 Class A-1 Distribution Account not later than 10:00 a.m. 12:00 p.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172022-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 20172022-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. 12:00 p.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172022-1 Class A-1 Note Purchase Agreement. Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172022-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation allocated as Series 2022-1 Class A-1 Other Amounts pursuant to the Priority of PaymentsPayments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Base Indenture (Dine Brands Global, Inc.)

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 20172022-1 Class A-1 Funding Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit D hereto, the Co-Issuers may decrease the Series 20172022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172022-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172022-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided provided, that to the extent the deposit into the Series 20172022-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172022-1 Class A-1 Note Purchase Agreement. Any associated Series 20172022-1 Class A-1 Breakage Amounts incurred as a result of such decrease Voluntary Decrease (calculated in accordance with the Series 20172022-1 Class A-1 Note Purchase Agreement) shall be deposited into the applicable Collection Account(s) as indicated in the Collection Account related Weekly Manager’s Certificate for allocation as Series 2022-1 Class A-1 Notes Other Amounts pursuant to the Priority of PaymentsPayments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account Accounts is sufficient to pay the Trustee, the Servicer and the ManagerManagers, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Driven Brands Holdings Inc.

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least three (3) Business Days’ prior written notice to the each Series 20172014-1 Class A-1 Funding Investor, the Series 2014-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20172014-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172014-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172014-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172014-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172014-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2014-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2014-1 Class A-1 Note Purchase Agreement); provided provided, that to the extent the deposit into the Series 20172014-1 Class A-1 Distribution Account described above is not made by after 10:00 a.m. (New York City time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172014-1 Class A-1 Note Purchase Agreement. Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance In connection with the Series 2017-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease that Decrease, the amount on deposit in the Collection Account is sufficient to pay Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Base Indenture (DineEquity, Inc)

Voluntary Decrease. Except as provided in Section 2.2(d)) of this Series Supplement, on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20172022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172022-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement Order of Distribution (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 2017-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. , plus (New York City timeii) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any any associated Series 20172022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172022-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2022-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Term SOFR Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall be deposited provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2022-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the Collection Account for allocation pursuant to the Priority form of Payments. It shall be a condition to Exhibit D of any Voluntary Decrease that the no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount on deposit as provided in the Collection Account is sufficient to pay Series 2022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Planet Fitness, Inc.

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Voluntary Decrease. Except as provided in Section 2.2(d2.02(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20172022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b2.02(b), a “Voluntary Decrease”) by depositing in the Series 20172022-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement Order of Distribution (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b2.02(b)) up to the Series 20172022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 2017-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. , plus (New York City timeii) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any any associated Series 20172022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172022-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2022-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the Collection Account for allocation pursuant case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2022-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice substantially in the form of Exhibit D hereto to the Priority Trustee of Payments. It shall be a condition to any Voluntary Decrease that the no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount on deposit as provided in the Collection Account is sufficient to pay Series 2022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Jack in the Box Inc

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 20172018-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20172018-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172018-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172018-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20172018-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172018-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 20172018-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20172018-1 Class A-1 Note Purchase Agreement. Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172018-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation allocated as Series 2018-1 Class A-1 Other Amounts pursuant to the Priority of PaymentsPayments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Dine Brands Global, Inc.

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20172021-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172021-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172021-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement Order of Distribution (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172021-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 2017-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. , plus (New York City timeii) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any any associated Series 20172021-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172021-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2021-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall be deposited provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2021-1 Class A-1 Investor and the Series 2021-1 Class A-1 Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the Collection Account for allocation pursuant to the Priority form of Payments. It shall be a condition to Exhibit D of any Voluntary Decrease that the no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount on deposit as provided in the Collection Account is sufficient to pay Series 2021-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Base Indenture (Wendy's Co)

Voluntary Decrease. Except as provided in Section 2.2(d)) of this Series Supplement, on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20172022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172022-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement Order of Distribution (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 2017-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. , plus (New York City timeii) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any any associated Series 20172022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172022-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2022-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Term SOFR Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall be deposited provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2022-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the Collection Account for allocation pursuant to the Priority form of Payments. It shall be a condition to Exhibit D of any Voluntary Decrease that the no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount on deposit as provided in the Collection Account is sufficient to pay the TrusteeSeries 2022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Servicer and Master Issuer shall reimburse the Advance Funding Providers and/or the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Base Indenture (European Wax Center, Inc.)

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers Issuer may decrease the Series 20172016-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172016-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172016-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement (which report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172016-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 20172016-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least two (2) Business Days prior to such Voluntary Decrease, in each case to the Series 2016-1 Class A-1 Administrative Agent and the Trustee. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any associated Series 20172016-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2017-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease that the amount on deposit in the Collection Account is sufficient to pay the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Yum Brands Inc

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20172019-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172019-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172019-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement Order of Distribution (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172019-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 2017-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. , plus (New York City timeii) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any any associated Series 20172019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172019-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2019-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall be deposited provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2019-1 Class A-1 Investor and the Series 2019-1 Class A-1 Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the Collection Account for allocation pursuant to the Priority form of Payments. It shall be a condition to Exhibit D of any Voluntary Decrease that the no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount on deposit as provided in the Collection Account is sufficient to pay Series 2019-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Note Purchase Agreement (Wendy's Co)

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2017-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20172020-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20172020-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20172020-1 Class A-1 Distribution Account not later than 10:00 a.m. (New York City Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2017-1 Class A-1 Note Purchase Agreement Order of Distribution (which report shall include the calculation of such amounts and instructions for the distributions thereofi) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20172020-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease; provided that to the extent the deposit into the Series 2017-1 Class A-1 Distribution Account described above is not made by 10:00 a.m. , plus (New York City timeii) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2017-1 Class A-1 Note Purchase Agreement. Any any associated Series 20172020-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20172020-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2020-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall be deposited provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2020-1 Class A-1 Investor and the Series 2020-1 Class A-1 Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the Collection Account for allocation pursuant to the Priority form of Payments. It shall be a condition to Exhibit D of any Voluntary Decrease that the no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount on deposit as provided in the Collection Account is sufficient to pay Series 2020-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Appears in 1 contract

Samples: Base Indenture (Wendy's Co)

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