Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class of Notes with respect to which such payments are made. If on any Remittance Date the Outstanding Principal Balance of any class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second: (i) to the Indenture Trustee and the Backup Servicer, in the aggregate, exceed $5,000 for any 12-month period (excluding amounts paid as part of the monthly fees to be paid to the Indenture Trustee and the Backup Servicer); (ii) to the Owner Trustee, exceed $5,000 for any 12-month period (excluding amounts paid as part of its fee); (iii) if a Successor Servicer is being appointed, to the Indenture Trustee for costs and expenses associated with that appointment, exceed $100,000 in the aggregate for any given servicing transfer; and (iv) in payment of amounts due in respect of listing the Offered Notes on the Irish Stock Exchange, exceed $2,000 for any 12-month period;
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Priority of Payments; Allocations and Distributions. (a) On each Determination Payment Date prior to the occurrence of an Event of Default, Default or a Servicer Default or an Accelerated Amortization EventDefault, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Payment Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from on deposit in the Reserve Fund Note Distribution Account to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Payment Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. If on any Remittance Payment Date the Outstanding Principal Balance of any class Class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes Classes of Notes which then remain outstanding based on the respective original principal amounts of such classes Classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Payment Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, to the payment of Administrative Expenses, subject to the limitations set forth in the definition thereof; Third, to the Servicer, from Interest Collections received from the specific Loans for which Scheduled Payment Advances of interest were made, and from Principal Collections received from the specific Loans for which Scheduled Payment Advances of principal were made, reimbursement for the amount of such Scheduled Payment Advances relating to such Loans; Fourth, to the Servicer, an amount equal to the accrued and unpaid Servicing Fee; Fifth, pro rata, to the Class A-PT Noteholders, the Class A-1A Noteholders and the Class A-1B Noteholders, the sum of (i) the Class A-PT Interest Amount, the Class A-1A Interest Amount and the Class A-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and (ii) the Class A-PT Interest Shortfall, if any, the Class A-1A Interest Shortfall, if any, and the Class A-1B Interest Shortfall, if any, together with interest on any amounts due Class A-PT Interest Shortfall at the Note Interest Rate applicable to the Class A-PT Notes, interest on any Class A-1A Interest Shortfall at the Note Interest Rate applicable to the Class A-1A Notes and not paid by interest on any Class A-1B Interest Shortfall at the Originator in respect of listing Note Interest Rate applicable to the Offered Notes on Class A-1B Notes; Sixth, to the Irish Stock Exchange Class B Noteholders, the Class B Interest Amount for the related Interest Accrual Period and any amounts owed related unpaid Class B Interest Shortfall with respect to prior Payment Dates, together with interest on any Class B Interest Shortfall at the Note Interest Rate then applicable to the Indenture TrusteeClass B Notes; Seventh, to the Class C Noteholders, the Backup Servicer Class C Interest Amount for the related Interest Accrual Period and any related unpaid Class C Interest Shortfall with respect to prior Payment Dates, together with interest on any Class C Interest Shortfall at the Owner Trustee under Note Interest Rate then applicable to the Transaction Documents Class C Notes; Eighth, to the Class D Noteholders, the Class D Interest Amount for fees the related Interest Accrual Period and expensesany related unpaid Class D Interest Shortfall with respect to prior Payment Dates, other than together with interest on any Class D Interest Shortfall at the Note Interest Rate then applicable to the Class D Notes; Ninth, to the Class E Noteholders, the Class E Interest Amount for feesthe related Interest Accrual Period and any related unpaid Class E Interest Shortfall with respect to prior Payment Dates, expenses and other amounts related together with interest on any Class E Interest Shortfall at the Note Interest Rate then applicable to indemnificationthe Class E Notes; providedTenth, however(i) on each Payment Date during the Replenishment Period, that in no event shall the amounts payable pursuant to this clause Secondas follows:
(ia) an amount equal to the Indenture Trustee and the Backup Servicer, in the aggregate, exceed $5,000 Principal Release Amount for any 12-month period (excluding amounts paid as part of the monthly fees to such Payment Date shall be paid to the Indenture Trustee Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders and the Backup Servicer);
(ii) Class F Noteholders, pro rata; provided that the amount distributed in respect of the Class A Notes hereunder shall be paid pro rata to the Owner TrusteeClass A-PT Noteholders, exceed $5,000 for any 12-month period (excluding amounts paid as part of its fee);
(iii) if a Successor Servicer is being appointed, to the Indenture Trustee for costs Class A-1A Noteholders and expenses associated with that appointment, exceed $100,000 in the aggregate for any given servicing transferClass A-1B Noteholders; and
(ivb) an amount equal to the excess, if any, of (x) the Total Principal Payable for such Payment Date over (y) all amounts paid pursuant to subclause (i)(a) of this clause Tenth on such Payment Date shall be deposited in payment of amounts due the Principal Collection Account for reinvestment in respect of listing the Offered Notes on the Irish Stock ExchangeAdditional Loans and, exceed $2,000 for any 12-month periodif applicable, Substitute Loans at a later date;
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Priority of Payments; Allocations and Distributions. (a) On each Determination Payment Date prior to the occurrence of an Event of Default, Default or a Servicer Default or an Accelerated Amortization EventDefault, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Payment Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from on deposit in the Reserve Fund Note Distribution Account to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Payment Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. If on any Remittance Payment Date the Outstanding Principal Balance of any class Class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes Classes of Notes which then remain outstanding based on the respective original principal amounts of such classes Classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterpartiespayment of Administrative Expenses, any Net Trust Hedge Payments subject to the limitations set forth in the definition thereof; Second, to the Servicer, from Interest Collections received from the specific Loans for which such Scheduled Payment Advances of interest were made, and from Principal Collections received from the specific Loans for which such Scheduled Payment Advances of principal were made, reimbursement for the current amount of such Scheduled Payment Advances relating to such Loans; Third, to the Servicer, an amount equal to the Servicing Fee; Fourth, to the Holders of the Class A Notes, the Class A Interest Amount for the related Interest Accrual Period and any related unpaid Class A Interest Shortfall with respect to prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs)Payment Dates, together with interest accrued thereonon any Class A Interest Shortfall at the Note Interest Rate then applicable to the Class A Notes; SecondFifth, to the Holders of the Class B Notes, the Class B Interest Amount for the related Interest Accrual Period and any related unpaid Class B Interest Shortfall with respect to prior Payment Dates, together with interest on any Class B Interest Shortfall at the Note Interest Rate then applicable to the Class B Notes; Sixth, to the Holders of the Class C Notes, the Class C Interest Amount for the related Interest Accrual Period and any related unpaid Class C Interest Shortfall with respect to prior Payment Dates, together with interest on any Class C Interest Shortfall at the Note Interest Rate then applicable to the Class C Notes; Seventh, to the Holders of the Class D Notes, the Class D Interest Amount for the related Interest Accrual Period and any related unpaid Class D Interest Shortfall with respect to prior Payment Dates, together with interest on any Class D Interest Shortfall at the Note Interest Rate then applicable to the Class D Notes; Eighth, to the Holders of the Class E Notes, the Class E Interest Amount for the related Interest Accrual Period and any related unpaid Class E Interest Shortfall with respect to prior Payment Dates, together with interest on any Class E Interest Shortfall at the Note Interest Rate then applicable to the Class E Notes; Ninth, (i) on each Payment Date prior to the occurrence of any Sequential Pay Event, to the Holders of the Notes as follows:
(a) if on such Payment Date no Available Collections Shortfall exists, to the Holders of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Notes on the Irish Stock Exchange and any amounts owed an amount up to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:
(i) to the Indenture Trustee and the Backup Servicer, in the aggregate, exceed $5,000 for any 12-month period (excluding amounts paid as part of the monthly fees to be paid to the Indenture Trustee and the Backup Servicer);
(ii) to the Owner Trustee, exceed $5,000 for any 12-month period (excluding amounts paid as part of its fee);
(iii) if a Successor Servicer is being appointed, to the Indenture Trustee for costs and expenses associated with that appointment, exceed $100,000 in the aggregate for any given servicing transferTotal Principal Payable; and
(ivb) if on such Payment Date an Available Collections Shortfall exists, first, to the Holders of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, pro rata in payment an amount up to the Total Principal Payable until each such class of amounts due in respect of listing the Offered Notes on is paid in full, and second to the Irish Stock Exchange, exceed $2,000 for any 12-month periodClass F Notes in an amount up to the Total Principal Payable until the Class F Notes are paid in full;
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Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Payment Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Payment Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. If on any Remittance Payment Date the Outstanding Principal Balance of any class Class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes Classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Payment Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Listed Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:
(i) to the Indenture Trustee and the Backup Servicer, in the aggregate, exceed $5,000 for any 12-month period (excluding amounts paid as part of the monthly fees to be paid to the Indenture Trustee and the Backup Servicer);
(ii) to the Owner Trustee, exceed $5,000 for any 12-month period (excluding amounts paid as part of its fee);
(iii) if a Successor Servicer is being appointed, to the Indenture Trustee for costs and expenses associated with that appointment, exceed $100,000 in the aggregate for any given servicing transfer; and
(iv) in payment of amounts due in respect of listing the Offered Listed Notes on the Irish Stock Exchange, exceed $2,000 for any 12-month period; Third, to the Servicer, from Interest Collections received from the specific Loans for which such Scheduled Payment Advances of interest were made, and from Principal Collections received from the specific Loans for which such Scheduled Payment Advances of principal were made, reimbursement for the amount of such Scheduled Payment Advances relating to such Loans; Fourth, first, to S&P, an amount equal to any fees due to S&P and second, to the Servicer, an amount equal to the Servicing Fee minus amounts paid to S&P pursuant to this clause Fourth; Fifth, to the Holders of the Class A Notes, the Class A Interest Amount for the related Interest Accrual Period and any related unpaid Class A Interest Shortfall with respect to prior Payment Dates, together with interest on any Class A Interest Shortfall at the Note Interest Rate then applicable to the Class A Notes; Sixth, to the Holders of the Class B Notes, the Class B Interest Amount for the related Interest Accrual Period and any related unpaid Class B Interest Shortfall with respect to prior Payment Dates, together with interest on any Class B Interest Shortfall at the Note Interest Rate then applicable to the Class B Notes; Seventh, to the Holders of the Class C Notes, the Class C Interest Amount for the related Interest Accrual Period and any related unpaid Class C Interest Shortfall with respect to prior Payment Dates, together with interest on any Class C Interest Shortfall at the Note Interest Rate then applicable to the Class C Notes; Eighth, to the Holders of the Class D Notes, the Class D Interest Amount for the related Interest Accrual Period and any related unpaid Class D Interest Shortfall with respect to prior Payment Dates, together with interest on any Class D Interest Shortfall at the Note Interest Rate then applicable to the Class D Notes; Ninth, to the Holders of the Class E Notes, the Class E Interest Amount for the related Interest Accrual Period and any related unpaid Class E Interest Shortfall with respect to prior Payment Dates, together with interest on any Class E Interest Shortfall at the Note Interest Rate then applicable to the Class E Notes; Tenth, to the Reserve Fund, an amount, if any, which when so deposited causes the balance of the Reserve Fund to equal (i) three times the sum of the Class A Interest Amount, the Class B Interest Amount, the Class C Interest Amount , the Class D Interest Amount and the Class E Interest Amount due on the current Payment Date;
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Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. If on any Remittance Date the Outstanding Principal Balance of any class Class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes Classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Listed Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:
(i) to the Indenture Trustee and the Backup Servicer, in the aggregate, exceed $5,000 for any 12-month period (excluding amounts paid as part of the monthly fees to be paid to the Indenture Trustee and the Backup Servicer);
(ii) to the Owner Trustee, exceed $5,000 for any 12-month period (excluding amounts paid as part of its fee);
(iii) if a Successor Servicer is being appointed, to the Indenture Trustee for costs and expenses associated with that appointment, exceed $100,000 in the aggregate for any given servicing transfer; and
(iv) in payment of amounts due in respect of listing the Offered Listed Notes on the Irish Stock Exchange, exceed $2,000 for any 12-month period; Third, to the Servicer, from Collections received from the specific Loans for which such Scheduled Payment Advances were made, reimbursement for the amount of such Scheduled Payment Advances relating to such Loans; Fourth, first, to S&P, an amount equal to any fees due to S&P and second, to the Servicer, an amount equal to the Servicing Fee minus amounts paid to S&P pursuant to this clause Fourth; Fifth, to the Holders of the Class A-1 Notes and the Holders of the Class A-2 Notes, pro rata based on the amounts payable to the Class A-1 Noteholders and the Class A-2 Noteholders, the sum of (i) the Class A-1 Interest Amount and the Class A-2 Interest Amount and (ii) any related unpaid Class A-1 Interest Shortfall with respect to prior Remittance Dates and any related unpaid Class A-2 Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class A-1 Interest Shortfall at the Note Interest Rate then applicable to the Class A-1 Notes and interest on any Class A-2 Interest Shortfall at the Note Interest Rate then applicable to the Class A-2 Notes; Sixth, to the Holders of the Class B Notes, the Class B Interest Amount for the related Interest Accrual Period and any related unpaid Class B Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class B Interest Shortfall at the Note Interest Rate then applicable to the Class B Notes; Seventh, to the Holders of the Class C Notes, the Class C Interest Amount for the related Interest Accrual Period and any related unpaid Class C Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class C Interest Shortfall at the Note Interest Rate then applicable to the Class C Notes; Eighth, to the Holders of the Class D Notes, the Class D Interest Amount for the related Interest Accrual Period and any related unpaid Class D Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class D Interest Shortfall at the Note Interest Rate then applicable to the Class D Notes; Ninth, to the Holders of the Class E Notes, the Class E Interest Amount for the related Interest Accrual Period and any related unpaid Class E Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class E Interest Shortfall at the Note Interest Rate then applicable to the Class E Notes; Tenth, to the Reserve Fund, an amount, if any, which when so deposited causes the balance of the Reserve Fund to equal (i) three times the sum of the Class A-1 Interest Amount, the Class A-2 Interest Amount, the Class B Interest Amount, the Class C Interest Amount, the Class D Interest Amount and the Class E Interest Amount due on the current Remittance Date;
Appears in 1 contract
Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class of Notes with respect to which such payments are made. If on any Remittance Date the Outstanding Principal Balance of any class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:
(i) to the Indenture Trustee and the Backup Servicer, in the aggregate, exceed $5,000 for any 12-month period (excluding amounts paid as part of the monthly fees to be paid to the Indenture Trustee and the Backup Servicer);
(ii) to the Owner Trustee, exceed $5,000 for any 12-month period (excluding amounts paid as part of its fee);
(iii) if a Successor Servicer is being appointed, to the Indenture Trustee for costs and expenses associated with that appointment, exceed $100,000 in the aggregate for any given servicing transfer; and
(iv) in payment of amounts due in respect of listing the Offered Notes on the Irish Stock Exchange, exceed $2,000 for any 12-month period; Third, to the Servicer, from Collections received from the specific Loans for which Scheduled Payment Advances were made, reimbursement for the amount of such Scheduled Payment Advances relating to interest on such Loans; Fourth, to the Servicer, its accrued and unpaid Servicing Fee; Fifth, to the Holders of the Class A-1 Notes and the Holders of the Class A-2 Notes, the sum of (i) the Class A-1 Interest Amount and the Class A-2 Interest Amount and (ii) any related unpaid Class A-1 Interest Shortfall with respect to prior Remittance Dates, and any related unpaid Class A-2 Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class A-1 Interest Shortfall at the Note Interest Rate then applicable to the Class A-1 Notes and interest on any Class A-2 Interest Shortfall at the Note Interest Rate then applicable to the Class A-2 Notes; Sixth, to the Holders of the Class B Notes, the Class B Interest Amount for the related Interest Accrual Period and any related unpaid Class B Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class B Interest Shortfall at the Note Interest Rate then applicable to the Class B Notes; Seventh, to the Holders of the Class C Notes, the Class C Interest Amount for the related Interest Accrual Period and any related unpaid Class C Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class C Interest Shortfall at the Note Interest Rate then applicable to the Class C Notes; Eighth, to the Holders of the Class D Notes, the Class D Interest Amount for the related Interest Accrual Period and any related unpaid Class D Interest Shortfall with respect to prior Remittance Dates, together with interest on any Class D Interest Shortfall at the Note Interest Rate then applicable to the Class D Notes; Ninth, to the Reserve Fund, an amount, if any, which when so deposited causes the balance of the Reserve Fund to equal (i) three times the sum of the Class A-1 Interest Amount, the Class A-2 Interest Amount, the Class B Interest Amount, the Class C Interest Amount and the Class D Interest Amount due on the current Remittance Date;
Appears in 1 contract
Priority of Payments; Allocations and Distributions. (a) On each Determination Payment Date prior to during the occurrence of an Event of DefaultRevolving Period, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into (on the Note Distribution Account all funds on deposit basis of the information contained in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and Monthly Report delivered on the related Remittance Reporting Date pursuant to Section 9.01), shall make the Indenture Trustee shall withdraw following distributions from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make in the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Date. Payments will be made in the order of priority listed below. With respect priority:
(i) to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class of Notes with respect to which such payments are made. If on any Remittance Date the Outstanding Principal Balance of any class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. Firsteach Hedge Counterparty, pro rata, based on the respective amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than any Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:
(i) to the Indenture Trustee and the Backup Servicer, in the aggregate, exceed $5,000 for any 12-month period (excluding amounts paid as part of the monthly fees to be paid to the Indenture Trustee and the Backup Servicer);
(ii) to the Owner Indenture Trustee, exceed the Indenture Trustee Fee and the Indenture Trustee Expenses up to $5,000 for any 12-month period (excluding amounts paid as part of its fee)1,667;
(iii) if a to the Servicer, the Servicing Fee;
(iv) to any Successor Servicer is being appointedand the Indenture Trustee, pro rata, any Transition Expenses up to an amount not to exceed the Transition Expenses Cap;
(v) to the Noteholders, pro rata, based on the respective amounts owed, the Interest Amount;
(vi) to the Noteholders, pro rata, based on the Outstanding Principal Balance of their respective Notes, the aggregate amount, if any, necessary to reduce the Aggregate Outstanding Principal Balance to an amount not greater than the Maximum Availability;
(vii) to the Commitment Reserve Account, the amount, if any, necessary to increase the balance of the Commitment Reserve Account to an amount equal to the Commitment Reserve Amount as of the Calculation Date for such Payment Date;
(viii) to the following Persons, pro rata, based on the respective amounts owed:
(A) to the Noteholders, pro rata, based on the respective amounts owed, the Unused Fees;
(B) to the Indemnified Parties, pro rata, based on the respective amounts owed, all Facility Expenses;
(C) to the Indenture Trustee, any Indenture Trustee for costs and expenses associated with that appointment, exceed $100,000 in the aggregate for any given servicing transferExpenses not previously paid pursuant to clause (ii) above; and
(D) to the Servicer, any accrued and unpaid fees and expenses due and payable to the Servicer on such Payment Date pursuant to the Transaction Documents;
(ix) to each Hedge Counterparty, pro rata, any unpaid Hedge Breakage Costs together with interest accrued thereon;
(x) to any Successor Servicer and the Indenture Trustee, pro rata, any Transition Expenses not previously paid pursuant to clause (iv) in payment of amounts due above; and
(xi) to the Issuer.
(b) On each Payment Date during the Amortization Period (except for any Payment Date in respect of listing which Section 7.04(c) is applicable), the Offered Notes Indenture Trustee (on the Irish Stock Exchangebasis of the information contained in the Monthly Report delivered on the related Reporting Date pursuant to Section 9.01), shall make the following distributions from the Note Distribution Account in the following order of priority:
(i) to each Hedge Counterparty, pro rata, based on the respective amounts owed, including any unpaid Hedge Breakage Costs together with accrued interest thereon; provided that the amount of Hedge Breakage Costs payable under this clause (i) shall not exceed $2,000 500,000 in the aggregate;
(ii) to the Indenture Trustee, the Indenture Trustee Fee and the Indenture Trustee Expenses up to $1,667;
(iii) to the Servicer, the Servicing Fee;
(iv) to any Successor Servicer and the Indenture Trustee, pro rata, any Transition Expenses up to an amount not to exceed the Transition Expenses Cap;
(v) to the Noteholders, pro rata, based on the respective amounts owed, the Interest Amount;
(vi) to the Commitment Reserve Account, the amount, if any, necessary to increase the balance of the Commitment Reserve Account to an amount equal to the Commitment Reserve Amount as of the Calculation Date for such Payment Date; provided that, if an Event of Default has occurred and is continuing, such distribution (in whole or in part) shall be made only at the direction of the Deal Agent;
(vii) pro rata, (x) to the Noteholders, pro rata, based on the Outstanding Principal Balance of their respective Notes, the aggregate amount, if any, necessary to reduce the Aggregate Outstanding Principal Balance to zero and (y) to the extent not previously paid pursuant to clause (i) above, to each Hedge Counterparty, pro rata, any 12-month periodunpaid Hedge Breakage Costs together with interest accrued thereon;
(viii) to the following Persons, pro rata, based on the respective amounts owed:
(A) to the Indenture Trustee, any Indenture Trustee Expenses not previously paid pursuant to clause (ii) above;
(B) to the Servicer, any accrued and unpaid fees and expenses due and payable to the Servicer on such Payment Date pursuant to the Transaction Documents; and
(C) to the Indemnified Parties, pro rata, based on the respective amounts owed, all Facility Expenses;
(ix) to any Successor Servicer and the Indenture Trustee, pro rata, any Transition Expenses not previously paid pursuant to clause (iv) above; and
(x) to the Issuer.
(c) On each Payment Date from and after the date on which the Notes have been declared immediately due and payable following an Event of Default as provided in Section 5.2 of the Indenture and until such time as all Events of Default have been cured or waived in accordance with the Indenture, the Indenture Trustee (on the basis of the information contained in the Monthly Report delivered on the related Reporting Date pursuant to Section 9.01), shall make the following distributions from the Note Distribution Account in the following order of priority:
(i) to each Hedge Counterparty, pro rata, based on the respective amounts owed, including any unpaid Hedge Breakage Costs together with accrued interest thereon; provided that the amount of Hedge Breakage Costs payable under this clause (i) shall not exceed $500,000 in the aggregate;
(ii) to the Indenture Trustee, the Indenture Trustee Fee and the Indenture Trustee Expenses up to $1,667;
(iii) to the Servicer, the Servicing Fee;
(iv) to any Successor Servicer and the Indenture Trustee, pro rata, any Transition Expenses up to an amount not to exceed the Transition Expenses Cap;
(v) to the Noteholders, pro rata, based on the respective amounts owed, the Interest Amount;
(vi) at the direction of the Deal Agent, to the Commitment Reserve Account, the amount, if any, necessary to increase the balance of the Commitment Reserve Account to an amount equal to the Commitment Reserve Amount as of the Calculation Date for such Payment Date (or any portion thereof as directed by the Deal Agent);
(vii) pro rata, (x) to the Noteholders, pro rata, based on the Outstanding Principal Balance of their respective Notes, the aggregate amount, if any, necessary to reduce the Aggregate Outstanding Principal Balance to zero and (y) to the extent not previously paid pursuant to clause (i) above, to each Hedge Counterparty, pro rata, any unpaid Hedge Breakage Costs together with interest accrued thereon;
(viii) to the following Persons, pro rata, based on the respective amounts owed:
(A) to the Indenture Trustee, any Indenture Trustee Expenses not previously paid pursuant to clause (ii) above;
(B) to the Servicer, any accrued and unpaid fees and expenses due and payable to the Servicer on such Payment Date pursuant to the Transaction Documents; and
(C) to the Indemnified Parties, pro rata, based on the respective amounts owed, all Facility Expenses;
(ix) to any Successor Servicer and the Indenture Trustee, pro rata, any Transition Expenses not previously paid pursuant to clause (iv) above; and
(x) to the Issuer.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Golub Capital BDC LLC)