Distributions Prior to an Amortization Event, an Event of Default, or the Final Payout Date Sample Clauses

Distributions Prior to an Amortization Event, an Event of Default, or the Final Payout Date. Along with the delivery of a Monthly Report, the Program Manager shall submit to the Administrative Agent a notice via electronic mail indicating the Program Manager’s determination of how the Available Funds with respect to the related Settlement Date should be applied on such Settlement Date in accordance with Section 3.03 (such notice, which shall be in substantially the form attached hereto as Exhibit K (the “Reconciliation E-Mail”). The Administrative Agent shall use commercially reasonable efforts to respond to each Reconciliation E-Mail by the end of the Business Day following the Administrative Agent’s receipt thereof (the “Response E-Mail”) which response shall state whether the Administrative Agent agrees with the Reconciliation E-Mail (which agreement (i) shall not be deemed to be an agreement by any Lender as to the accuracy of the information contained therein and (ii) shall not constitute a waiver, amendment or impairment of, or otherwise affect, any rights of any Lender under this Agreement). If the Response E-Mail states the Administrative Agent’s agreement with the Program Manager’s determination set forth in the Reconciliation E-Mail, the Available Funds for each Settlement Date, prior to the occurrence of an Amortization Event, an Event of Default, or the Final Payout Date, on deposit in the Collection Account on such Settlement Date shall be disbursed by the Account Institution from the Collection Account and applied on such Settlement Date in the following order of priority: first, to each of the Trustee and the Account Institution, any accrued and unpaid fees and any other amounts due and owing to each of the Trustee and the Account Institution on such date; provided, that the cumulative fees, expenses and other payments payable to the Account Institution pursuant to this clause shall be limited to a total of in the aggregate in each calendar year; second, to (i) the Back-Up Servicer and the Verification Agent, an amount sufficient to pay the Back-Up Servicer’s Fee and the Verification Agent Fee with respect to the preceding Collection Period, pro rata, in proportion to the amount owed to each such Person in accordance with this Agreement and the other Transaction Documents on such date; plus any due and accrued expenses and indemnities payable to the Back-Up Servicer and the Verification Agent; provided, that the cumulative expenses and other payments payable to the Back-Up Servicer and the Verification Agent pursuant to this clause ...