Class B Notes. (i) Commencing on the second Determination Date after the commencement of the Class B-1 Controlled Amortization Period, the Class B-2 Controlled Amortization Period or the Class B-3 Controlled Amortization Period (as the case may be), or the first Determination Date after the commencement of the Series 1997 1/N1 Rapid Amortization Period, provided that the Class A -77- 82 Notes shall have then been paid in full, the Servicer shall instruct the Trustee or the Paying Agent as to the following: (1) the Class B-1 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-1 Notes during the Related Month pursuant to Section 4.7(b)(i)(2) or 4.7(c)(i)(2) of this Supplement, as applicable, and (3) the amount, if any, by which the amount in clause (A)(1) above exceeds the amount in clause (A)(2) above (the amount of such excess, the "Class B-1 Controlled Distribution Amount Deficiency"); and (B) (1) the Class B-2 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-2 Notes during the Related Month pursuant to Section 4.7(b)(i)(2) or 4.7(c)(i)(2), as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency"). (C) (1) the Class B-3 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-3 Notes during the Related Month pursuant to Section 4.7(b)(i)(2) or 4.7(c)(i)(2) of this Supplement, as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency" and, together with the Class B-2 Controlled Distribution Amount Deficiency and the Class B-3 Controlled Distribution Amount Deficiency, the "Class B Controlled Distribution Amount Deficiency"). (A) Commencing on the second Payment Date after the commencement of the Class B-1 Controlled Amortization Period, the Trustee shall, subject to Section 4.14 of this Supplement, (1) withdraw from the Series 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (A)(1) and (A)(2) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Excess Funding Accounts, for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Section 4.9 of the related Series Supplements)in an amount not to exceed the related Available Subordinated Amounts at such time, and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-1 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-1 Controlled Distribution Amount Deficiency exists after application of the amount specified in clauses (1) and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a),(b) and (c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount, and (4) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect -79- 84 thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Sections 4.20 and 4.21 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount; and (B) Commencing on the second Payment Date after the commencement of the Class B-2 Controlled Amortization Period, the Trustee shall, in respect of the Class B-2 Notes, subject to Section 4.14 of this Supplement, (1) withdraw from the Series 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (B)(1) and (B)(2) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts, if any, for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Supplements) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-2 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the -80- 85 related Series Supplements, (3) to the extent any Class B-2 Controlled Distribution Amount Deficiency exists after application of the amounts specified in clauses (1) and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, and (4) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount. (C) Commencing on the second Payment Date after the commencement of the Class B-3 Controlled Amortization Period, the Trustee shall, in respect of the Class B-3 Notes, subject to Section 4.14 of this Supplement, (1) withdraw from the Series 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (C)(1) and (C)(2) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Supplements) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-3 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-3 Controlled Distribution Amount Deficiency exists after application of the amounts specified in clauses (1) and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) and (c), and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, and (4) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 -82- 87 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-2 Controlled Distribution Amount. (iii) (A) Commencing on the first Payment Date after the commencement of the Series 1997 1/N1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Trustee shall (1) withdraw from the Series 1997 1/N1 Collection Account the amount allocated thereto pursuant to Section 4.7(c)(i)(2) of this Supplement, (2) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clause (1) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts of any additional Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Series Supplement) and (y) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a deficiency exists, (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amount specified in clauses (1) and (2) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, and (4) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clauses (1) through (3) above, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Truste
Appears in 1 contract
Sources: Rental Car Asset Backed Notes (Dollar Thrifty Automotive Group Inc)
Class B Notes. (i) Commencing on the second Determination Date after the commencement of the Class B-1 B Controlled Amortization Period, the Class B-2 Controlled Amortization Period or the Class B-3 Controlled Amortization Period (as the case may be), or the first Determination Date after the commencement of the Series 1997 1/N1 1999-1 Rapid Amortization Period, (provided that the Class A -77- 82 Notes shall have then been paid in full), the Servicer shall instruct the Trustee or the Paying Agent as to the following:
(1A) the Class B-1 B Controlled Distribution Amount for the Related Month, (2B) the amount allocated to the Class B-1 B Notes during the Related Month pursuant to Section 4.7(b)(i)(2) or 4.7(c)(i)(2) of this Supplement, as applicable, and (3C) the amount, if any, by which the amount in clause (A)(1A) above exceeds the amount in clause (A)(2B) above (the amount of such excess, the "Class B-1 B Controlled Distribution Amount Deficiency"); and
(B) (1) the Class B-2 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-2 Notes during the Related Month pursuant to Section 4.7(b)(i)(2) or 4.7(c)(i)(2), as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency").
(C) (1) the Class B-3 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-3 Notes during the Related Month pursuant to Section 4.7(b)(i)(2) or 4.7(c)(i)(2) of this Supplement, as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency" and, together with the Class B-2 Controlled Distribution Amount Deficiency and the Class B-3 Controlled Distribution Amount Deficiency, the "Class B Controlled Distribution Amount Deficiency").
(Aii) Commencing on the second Payment Date after the commencement of the Class B-1 B Controlled Amortization Period, the Trustee shall, subject to Section 4.14 of this Supplement, (1) withdraw from the Series 1997 1/N1 1999-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (A)(1A) and (A)(2B) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-1 B Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Excess Funding Accounts, for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Section 4.9 pay principal and interest in respect of the related Series Supplements)in an amount not of Notes pursuant to exceed the related Series Supplements) in excess of the related Available Subordinated Amounts at such time, and (y) the remaining amount of the Class B-1 B Controlled Distribution Amount Deficiency, and deposit such amount amounts in the Class B Distribution Account to be paid, pro rata, to the Class B-1 B Noteholders on account of the Class B-1 B Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-1 B Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-1 B Controlled Distribution Amount Deficiency exists after application of the amount specified in clauses (1) and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 1999-1 Excess Funding Account, an amount equal to the lesser least of (vu) the amount on deposit in the Series 1997 1/N1 1999-1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a),(b4.9(a), (b), (c) and (cd) and Section 4.10(a) of this Supplement), (v) in an amount not to exceed the Series 1997 1/N1 1999-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-1 B Controlled Distribution Amount Deficiency and deposit such amount amounts in the Class B Distribution Account to be paid, pro rata, to the Class B-1 B Noteholders on account of the Class B-1 B Controlled Distribution Amount, and (4) to the extent any Class B-1 B Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 1999-1 Letter of Credit and deposited into the Series 1997 1/N1 1999-1 Collection Account pursuant to Section 4.18 of this Supplement Supplement, or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect -79- 84 thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Sections 4.20 and 4.21 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount; and
(B) Commencing on the second Payment Date after the commencement of the Class B-2 Controlled Amortization Period, the Trustee shall, in respect of the Class B-2 Notes, subject to Section 4.14 of this Supplement, (1) withdraw from the Series 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (B)(1) and (B)(2) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts, if any, for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Supplements) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-2 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the -80- 85 related Series Supplements, (3) to the extent any Class B-2 Controlled Distribution Amount Deficiency exists after application of the amounts specified in clauses (1) and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, and (4) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 1999-1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 1999-1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 1999-1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 1999-1 Collection Account representing such draw on the Series 1997 1/N1 1999-1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b), (c) and (cd) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-2 B Controlled Distribution Amount Deficiency (if any), and deposit such amount amounts in the Class B Distribution Account to be paid, pro rata, to the Class B-2 B Noteholders on account of the Class B-2 B Controlled Distribution Amount.
(C) Commencing ; provided, however, that on the second final Payment Date after for the commencement Class B Notes, the Trustee shall withdraw from such accounts, as provided above, an amount which is no greater than the sum of the Class B-3 Controlled Amortization Period, B Invested Amount as of such date and the Trustee shall, amounts described in respect of the Class B-3 Notes, subject to Section 4.14 4.25 of this Supplement, (1) withdraw from the Series 1997 1/N1 Collection Account an amount equal to the lesser . The Invested Amount of all outstanding Class B Notes and the amounts specified described in clauses (C)(1) and (C)(2) of Section 4.10(b)(i) 4.25 of this Supplement, (2) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Supplements) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes Supplement shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-3 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-3 Controlled Distribution Amount Deficiency exists after application of the amounts specified in clauses (1) due and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) and (c), and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, and (4) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn payable on the Series 1997 1/N1 -82- 87 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-2 Controlled Distribution Amount1999- 1 Termination Date.
(iii) (A) Commencing on the first Payment Date after the commencement of the Series 1997 1/N1 1999-1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Trustee shall (1) withdraw from the Series 1997 1/N1 1999-1 Collection Account the amount allocated thereto pursuant to Section 4.7(c)(i)(2) of this Supplement, (2) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clause (1) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts of any additional Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 pay principal and 4.10 interest in respect of the related Series Supplementof Notes pursuant to the related Series Supplements) in excess of the related Available Subordinated Amounts at such time, and (y) the unpaid portion of the Class B Invested Amount and deposit such amount amounts in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a deficiency exists, (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amount specified in clauses (1) and (2) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 1999-1 Excess Funding Account, an amount equal to the lesser least of (vu) the amount on deposit in the Series 1997 1/N1 1999-1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b), (c) and (cd) and Section 4.10(a) of this Supplement), (v) in an amount not to exceed the Series 1997 1/N1 1999-1 Available Subordinated Amount at such time and (w) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, and (4) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clauses (1) through (3) above, if amounts have been drawn on the Series 1997 1/N1 1999-1 Letter of Credit and deposited into the Series 1997 1/N1 1999-1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 1999-1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 1999-1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the TrusteTrustee or the Paying Agent to withdraw from the Series 1999-1 Collection Account on such Payment Date the least of (x) the amount on deposit in the Series 1999-1 Collection Account representing such draw on the Series 1999-1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b), (c) and (d) and Section 4.10(a) of this Supplement), (y) the Permitted Principal Draw Amount on such date (after giving effect to any withdrawals from the Series 1999-1 Collection Account pursuant to Section 4.10(a)) and (z) the excess of the Class B Invested Amount over the amounts described in clauses (1) through (3) above and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders; provided, however, that on the final Payment Date for the Class B Notes, the Trustee shall withdraw from the Series 1999-1 Collection Account, as provided above, an aggregate amount which is no greater than the sum of the Class B Invested Amount as of such date and the amounts described in Section 4.25 of this Supplement. Subject to Section 4.14 of this Supplement, the Invested Amount of each outstanding Class of Class B Notes and the amounts described in Section 4.25 of this Supplement shall be due and payable on the Series 1999-1 Termination Date for such Class.
(iv) On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 4.10(b)(ii) and (iii) of this Supplement, the Paying Agent shall, in accordance with Section 5.1 of the Base Indenture and the Servicer's most recent Monthly Certificate pay to the applicable Class B Noteholders, pro rata, the amount deposited in the Class B Distribution Account for the payment of principal pursuant to Section 4.10(b)(ii) and (iii), as applicable, of this Supplement.
Appears in 1 contract
Sources: Series Supplement (Dollar Thrifty Automotive Group Inc)
Class B Notes. (i) Commencing on the second Determination Date after the commencement of the Class B-1 Controlled Amortization Period, the Class B-2 Controlled Amortization Period or the Class B-3 Controlled Amortization Period (as the case may be), or the first Determination Date after the commencement of the Series 1997 1/N1 1995-1 Rapid Amortization Period, provided that the Class A -77- 82 Notes shall have then been paid in full, the Servicer shall instruct the Trustee or and the Paying Agent as to the following:
(1x) the Class B-1 Controlled Distribution Amount for the Related Month, (2y) the amount allocated to the Class B-1 Notes during the Related Month pursuant to Section 4.7(b)(i)(24.7(b)(x)(ii) or 4.7(c)(i)(24.7(c)(x)(ii) of this Supplement, as applicable, and (3z) the amount, if any, by which the amount in clause (A)(1x) above exceeds the amount in clause (A)(2y) above (the amount of such excess, the "Class B-1 Controlled Distribution Amount Deficiency"); and
. Commencing on the second Payment Date after the commencement of the Series 1995-1 Controlled Amortization Period or the first Payment Date after the commencement of the Series 1995-1 Rapid Amortization Period, the Trustee shall, subject to Section 4.14, (A) withdraw from the Series 1995-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (x) and (y) of the preceding sentence, and (B) withdraw from funds in excess of the Liquidity Amount on deposit in the Series 1995-1 Excess Funding Account, an amount equal to the lesser of (1I) the Class B-1 Controlled Distribution Amount Deficiency and (II) the amount of uninvested funds in excess of the Liquidity Amount on deposit in the Series 1995-1 Excess Funding Account on such Payment Date after giving effect to any withdrawals therefrom pursuant to Section 4.8(a) and 4.8(b) and deposit such amounts in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders; provided, however, that on the final Payment Date for the Class B-1 Notes, the Trustee shall withdraw from such accounts, as provided above, an aggregate amount which is no greater than the Class B-1 Invested Amount as of the end of such date. Subject to Section 4.14, the Invested Amount of all Outstanding Class B-1 Notes shall be due and payable on the Series 1995-1 Termination Date.
(ii) Commencing on the second Determination Date after the commencement of the Class B-2 Controlled Amortization Period or the first Determination Date after the commencement of the Series 1995-1 Rapid Amortization Period, the Servicer shall instruct the Trustee or the Paying Agent as to (x) the Class B-2 Controlled Distribution Amount for the Related Month, (2y) the amount allocated to the Class B-2 Notes during the Related Month pursuant to Section 4.7(b)(i)(24.7(b)(x)(ii) or 4.7(c)(i)(2), as applicable, 4.7(c)(x)(ii) and (3z) the amount, if any, by which the amount in clause (B)(1x) above exceeds the amount in clause (B)(2y) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency").
(C) (1) the Class B-3 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-3 Notes during the Related Month pursuant to Section 4.7(b)(i)(2) or 4.7(c)(i)(2) of this Supplement, as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency" and, together with the Class B-2 Controlled Distribution Amount Deficiency and the Class B-3 Controlled Distribution Amount Deficiency, the "Class B Controlled Distribution Amount Deficiency").
(A) . Commencing on the second Payment Date after the commencement of the Class B-1 B-2 Controlled Amortization Period or the first Payment Date after the commencement of the Series 1995-1 Rapid Amortization Period, the Trustee shall, subject to Section 4.14 of this Supplement, shall (1A) withdraw from the Series 1997 1/N1 1995-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (A)(1) and (A)(2) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Excess Funding Accounts, for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Section 4.9 of the related Series Supplements)in an amount not to exceed the related Available Subordinated Amounts at such time, and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiencypreceding sentence, and deposit such amount (B) withdraw from funds in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account excess of the Class B-1 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-1 Controlled Distribution Liquidity Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-1 Controlled Distribution Amount Deficiency exists after application of the amount specified in clauses (1) and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 1995-1 Excess Funding Account, an amount equal to the lesser of (vI) the Class A-2 Controlled Distribution Amount Deficiency and (II) the amount of uninvested funds in excess of the Liquidity Amount on deposit in the Series 1997 1/N1 1995-1 Excess Funding Account on such -43- 47 Payment Date (after application of giving effect to any amounts withdrawals therefrom pursuant to Sections 4.9(a),(bSection 4.8(a) and (c4.8(b) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency and deposit such amount amounts in the Class B Distribution Account to be paidAccount, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount, and (4) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect -79- 84 thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Sections 4.20 and 4.21 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount; and
(B) Commencing on the second Payment Date after the commencement of the Class B-2 Controlled Amortization Period, the Trustee shall, in respect of the Class B-2 Notes, subject to Section 4.14 of this Supplement, (1) withdraw from the Series 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (B)(1) and (B)(2) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts, if any, for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Supplements) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders Noteholders; provided, however, that on account of the final Payment Date for the Class B-2 Controlled Distribution AmountNotes, the Trustee shall withdraw from such accounts, as provided that any above, an amount which is no greater than the Class B-2 Invested Amount as of the end such amounts withdrawn from date. Subject to Section 4.14, the Excess Funding Accounts for the other Group I Series Invested Amount of all Outstanding Class B-2 Notes shall be applied due and payable on the Series 1995-1 Termination Date.
(iii) On each Payment Date occurring on or after the date a pro rata basis with respect withdrawal is made pursuant to each Group I Series of Notes with respect to which a Class B-2 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the -80- 85 related Series Supplements, (3) to the extent any Class B-2 Controlled Distribution Amount Deficiency exists after application of the amounts specified in clauses (1Section 4.10(b)(i) and (2) of this subsectionii), the Master Servicer shall instruct the Trustee or the Paying Agent to withdrawshall, from funds on deposit in accordance with Section 5.1 and the Series 1997 1/N1 Excess Funding AccountServicer's most recent Monthly Certificate, an amount equal pay to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) Class B-1 Noteholders and (c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency and deposit such amount Noteholders, respectively, the amount, if any, deposited in the Class B Distribution Account for the payment of principal pursuant to be paid, pro rataSection 4.10(b)(i) and (ii) and, to the extent necessary to pay principal on the Class B-2 Noteholders on account of B-1 Notes or the Class B-2 Controlled Distribution AmountNotes, and (4) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application amounts drawn from funds in excess of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount Liquidity Amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount.
(C) Commencing on the second Payment Date after the commencement of the Class B-3 Controlled Amortization Period, the Trustee shall, in respect of the Class B-3 Notes, subject to Section 4.14 of this Supplement, (1) withdraw from the Series 1997 1/N1 Collection Account an amount equal to the lesser of the amounts specified in clauses (C)(1) and (C)(2) of Section 4.10(b)(i) of this Supplement, (2) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts for the other Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Supplements) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency, and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-3 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, (3) to the extent any Class B-3 Controlled Distribution Amount Deficiency exists after application of the amounts specified in clauses (1) and (2) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 1995-1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) and (c), and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, and (4) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 -82- 87 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-2 Controlled Distribution Amount.
(iii) (A) Commencing on the first Payment Date after the commencement of the Series 1997 1/N1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Trustee shall (1) withdraw from the Series 1997 1/N1 Collection Account the amount allocated thereto pursuant to Section 4.7(c)(i)(2) of this Supplement, (2) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clause (1) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the related Excess Funding Accounts of any additional Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Series Supplement) and (y) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a deficiency exists, (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amount specified in clauses (1) and (2) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time and (w) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, and (4) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clauses (1) through (3) above, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Truste
Appears in 1 contract
Sources: Series Supplement (Dollar Thrifty Automotive Group Inc)
Class B Notes. (i) Commencing on the second first Determination Date after the commencement of the Class B-1 Controlled Amortization Period, the Class B-2 Controlled Amortization Period or the Class B-3 Controlled Amortization Period (as the case may be), ) or the first Determination Date after the commencement of the Series 1997 1/N1 1996-1 Rapid Amortization Period, provided that the Class A -77- 82 Notes shall have then been paid in full, the Servicer shall instruct the Trustee or the Paying Agent pursuant to the Lease as to the following:
(A) (1) during the Class B-1 Controlled B-l ▇▇▇trolled Amortization Period, the Class B-l ▇▇▇trolled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-1 Notes B-l ▇▇▇es during the Related Month pursuant to Section 4.7(b)(i)(23.2(b)(x)(ii) or 4.7(c)(i)(2) of this Supplement3.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (A)(1A)(l) above exceeds the amount in clause (A)(2) above (the amount of such excess, the "Class B-1 Controlled B-l ▇▇▇trolled Distribution Amount Deficiency"); and;
(B) (1) during the Class B-2 Controlled Amortization Period, the Class B-2 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-2 Notes during the Related Month pursuant to Section 4.7(b)(i)(23.2(b)(x)(ii) or 4.7(c)(i)(23.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (B)(1) above exceeds the amount in clause (B)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency").; and
(C) (1) during the Class B-3 Controlled Amortization Period, the Class B-3 Controlled Distribution Amount for the Related Month, (2) the amount allocated to the Class B-3 Notes during the Related Month pursuant to Section 4.7(b)(i)(23.2(b)(x)(ii) or 4.7(c)(i)(2) of this Supplement3.2(c)(x)(ii), as applicable, and (3) the amount, if any, by which the amount in clause (B)(1C)(1) above exceeds the amount in clause (B)(2C)(2) above (the amount of such excess, the "Class B-2 Controlled Distribution Amount Deficiency" and, together with the Class B-2 Controlled Distribution Amount Deficiency and the Class B-3 Controlled Distribution Amount Deficiency, the "Class B Controlled Distribution Amount Deficiency").
(A) Commencing on the second Payment Distribution Date after the commencement of the Class B-1 Controlled Amortization Period, the Trustee shall, subject to Section 4.14 of this Supplement3.13, (1l) withdraw from the Series 1997 1/N1 1996-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (A)(1) and (A)(2) of Section 4.10(b)(i3.5(b)(i), and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, (2) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, withdraw from funds the Series 1996-1 Collection Account on deposit in the Excess Funding Accounts, for the other Group I Series of Notes, if any, an amount equal to such Distribution Date the lesser of (x) the aggregate amount on deposit in the Series 1996-1 Collection Account representing such Excess Funding Accounts draw on such Payment Date the Letter of Credit (after application of any such amounts portion thereof pursuant to Section 4.9 of the related Series Supplements)in an amount not to exceed the related Available Subordinated Amounts at such timeSections 3.4(a), 3.4(b) and 3.5(a)) and (y) the remaining amount of the Class B-1 Controlled Distribution Amount DeficiencyDeficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-1 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, and (3) to the extent any Class B-1 Controlled Distribution Amount Deficiency exists still remains after application of the amount amounts specified in clauses (1) and (2) of this subsection), the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, withdraw from funds on deposit in the Series 1997 1/N1 1996-1 Excess Funding Account, Account an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 1996-1 Excess Funding Account on such Payment Distribution Date (after application of any amounts pursuant to Sections 4.9(a),(b3.4(a), 3.4(b) and (c) and Section 4.10(a) of this Supplement3.5(a)) in an amount not to exceed the Series 1997 1/N1 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount, and (4) to the extent any Class B-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect -79- 84 thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Sections 4.20 and 4.21 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-1 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-1 Noteholders on account of the Class B-1 Controlled Distribution Amount; and.
(B) Commencing on the second Payment Distribution Date after the commencement of the Class B-2 Controlled Amortization Period, the Trustee shall, in respect of the Class B-2 Notes, subject to Section 4.14 of this Supplement3.13, (1) withdraw from the Series 1997 1/N1 1996-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (B)(1) and (B)(2) of Section 4.10(b)(i3.5(b)(i), and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, (2) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, withdraw from funds the Series 1996-1 Collection Account on deposit in the related Excess Funding Accounts, if any, for the other Group I Series of Notes, if any, an amount equal to such Distribution Date the lesser of (x) the aggregate amount on deposit in the Series 1996-1 Collection Account representing such Excess Funding Accounts draw on such Payment Date the Letter of Credit (after application of any such amounts portion thereof pursuant to Sections 4.9 3.4(a), 3.4(b) and 4.10 of the related Supplements3.5(a)) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-2 Controlled Distribution Amount DeficiencyDeficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-2 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the -80- 85 related Series Supplements, and (3) to the extent any Class B-2 Controlled Distribution Amount Deficiency exists still remains after application of the amounts specified in clauses (1) and (2) of this subsection), the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, withdraw from funds on deposit in the Series 1997 1/N1 1996-1 Excess Funding Account, Account an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 1996-1 Excess Funding Account on such Payment Distribution Date (after application of any amounts pursuant to Sections 4.9(a3.4(a), (b3.4(b) and (c) and Section 4.10(a) of this Supplement3.5(a)) in an amount not to exceed the Series 1997 1/N1 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount, and (4) to the extent any Class B-2 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-2 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-2 Noteholders on account of the Class B-2 Controlled Distribution Amount.
(C) Commencing on the second Payment Distribution Date after the commencement of the Class B-3 Controlled Amortization Period, the Trustee shall, in respect of the Class B-3 Notes, subject to Section 4.14 of this Supplement3 13, (1) withdraw from the Series 1997 1/N1 1996-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (C)(1) and (C)(2) of Section 4.10(b)(i3.5(b)(i), and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, (2) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (1) of this subsection, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, withdraw from funds the Series 1996-1 Collection Account on deposit in the related Excess Funding Accounts for the other Group I Series of Notes, if any, an amount equal to such Distribution Date the lesser of (x) the aggregate amount on deposit in the Series 1996-1 Collection Account representing such Excess Funding Accounts draw on such Payment Date the Letter of Credit (after application of any such amounts portion thereof pursuant to Sections 4.9 3.4(a), 3.4(b) and 4.10 of the related Supplements3.5(a)) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the remaining amount of the Class B-3 Controlled Distribution Amount DeficiencyDeficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a Class B-3 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements, and (3) to the extent any Class B-3 Controlled Distribution Amount Deficiency exists still remains after application of the amounts specified in clauses (1) and (2) of this subsection), the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, withdraw from funds on deposit in the Series 1997 1/N1 1996-1 Excess Funding Account, Account an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 1996-1 Excess Funding Account on such Payment Distribution Date (after application of any amounts pursuant to Sections 4.9(a3.4(a), (b3.4(b) and (c3.5(a), and Section 4.10(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 1996-1 Available Subordinated Amount at such time and (w) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-3 Controlled Distribution Amount, and (4) to the extent any Class B-3 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (1) through (3) of this subsection, if amounts have been drawn on the Series 1997 1/N1 -82- 87 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1997 1/N1 Collection Account representing such draw on the Series 1997 1/N1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Sections 4.9(a), (b) and (c) and Section 4.10(a) of this Supplement) and (y) the remaining amount of the Class B-3 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B-3 Noteholders on account of the Class B-2 Controlled Distribution Amount.
(iii) (A) Commencing on the first Payment Distribution Date after the commencement of the Series 1997 1/N1 1996-1 Rapid Amortization Period, provided that the Class A Notes shall have then been paid in full, the Trustee shall (1) withdraw from the Series 1997 1/N1 1996-1 Collection Account the amount allocated thereto pursuant to Section 4.7(c)(i)(23.2(c)(x)(ii) and (2) if amounts have been drawn on the Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (2x) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any portion thereof pursuant to Sections 3.4(a), 3.4(b) and 3.5(a)) and (y) the excess of the Class B Invested Amount over the amount described in clause (1) and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders and (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amounts specified in clause clauses (1) aboveand by, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, withdraw from funds on deposit in the related Series 1996-1 Excess Funding Accounts of any additional Group I Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts pursuant to Sections 4.9 and 4.10 of the related Series Supplement) and (y) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group I Series of Notes shall be applied on a pro rata basis with respect to each Group I Series of Notes with respect to which a deficiency exists, (3) to the extent any portion of the Class B Invested Amount still remains unpaid after application of the amount specified in clauses (1) and (2) above, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw, from funds on deposit in the Series 1997 1/N1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1997 1/N1 1996-1 Excess Funding Account on such Payment Distribution Date (after application of any amounts pursuant to Sections 4.9(a3.4(a), (b3.4(b) and (c) and Section 4.10(a) of this Supplement3.5(a)) in an amount not to exceed the Series 1997 1/N1 1996-1 Available Subordinated Amount at such time and (w) the unpaid portion of the Class B Invested Amount and deposit such amount in the Class B Distribution Account to be paid, pro rata, to the Class B Noteholders; provided, and (4) to however, that on the extent any portion of final Distribution Date for the Class B Notes, the Trustee shall withdraw from the Series 1996-1 Collection Account, as provided above, an aggregate amount which is no greater than the Class B Invested Amount still remains unpaid after application as of such date. Subject to Section 3.13, the amounts specified in clauses (1) through (3) above, if amounts have been drawn Invested Amount of each Outstanding Class of Class B Notes shall be due and payable on the Series 1997 1/N1 Letter of Credit and deposited into 1996-1 Termination Date for such Class.
(iv) On each Distribution Date occurring on or after the Series 1997 1/N1 Collection Account date a withdrawal is made pursuant to Section 4.18 of this Supplement 3.5(b)(ii) or amounts have been claimed under the Demand Note or drawn under the Series 1997 1/N1 Letter of Credit in respect thereof and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.19 (iii) of this Supplement, the Master Servicer shall instruct Paying Agent shall, in accordance with Section 6.1 of the TrusteBase Indenture, pay to the applicable Class B Noteholders specified in Section 3.5(b)(ii) and/or (iii), as applicable, pro rata, the amount deposited in the Class B Distribution Account for the payment of principal pursuant to Section 3.s(b)(ii) and/or (iii) of this Supplement.
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