Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority: (1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any; (2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and (b) second, to the Backup Advancing Agent and the Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date; (3) (a) first, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 per month, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum; (4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager); (5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount; (6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full; (7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; (8) to the payment of the Class B Capitalized Interest (if any); (9) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full; (10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full; (11) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; (12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date; (13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full; (14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the Co-Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent or and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable, if the Advancing Agent or Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms of the Indenture), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, to the Backup Advancing Agent or to the Trustee, as applicable, unless waived by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); (c) third, to the Advancing Agent, the Backup Advancing Agent and the Advancing AgentTrustee, in that order, (i) order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to the Benchmark Agent, an amount not to exceed $25,000 per year (unless waived by such party);
(3) (a) first, pro rata to the payment to the Note Administrator, to the Trustee of the accrued and unpaid fees in respect of its their services equal to U.S.$3,500 per month$6,750, in each case payable monthly (a portion of which is paid to the Trustee by the Note Administrator), (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up Preferred Share Paying Agent not to a cap exceed the sum of $225,000 250,000 per annum, Expense Year (of which $100,000 will be allocated to the Trustee and $150,000 will be allocated to the Note Administrator (in each of its capacities); provided that any unused portions of the foregoing cap remaining at the end of an Expense Year will be available to pay the Company Administrative Expenses of any of the Note Administrator (in each of its capacities) or the Trustee) and (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees Fee (but only in if not waived by the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, Amount plus any Class A Defaulted Interest Amount;
(6) if any to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;
(7) to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;
(8) to the payment of the Class C Interest Distribution Amount and, if no Class A Coverage Notes, Class A-S Notes and Class B Notes are outstanding, any Class C Defaulted Interest Amount;
(9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes);
(10) to the payment of the Class D Interest Distribution Amount and, if no Class A Notes, Class A-S Notes, Class B Notes and Class C Notes are outstanding, any Class D Defaulted Interest Amount;
(11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes);
(12) to the payment of the Class E Interest Distribution Amount and, if no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes and Class D Notes are outstanding, any Class E Defaulted Interest Amount;
(13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);
(14) if either of the Note Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of of, first, principal on the Class A Notes, second, principal on the Class A-S Notes, third, principal on the Class B Notes, fourth, principal on the Class C Notes, fifth, principal on the Class D Notes and sixth, principal on the Class E Notes, in each case, to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full;
(715) to the payment of the Class B F Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes are outstanding, any Class B F Defaulted Interest Amount;
(8) 16) to the payment of the Class B Capitalized F Deferred Interest (if anyin reduction of the Aggregate Outstanding Amount of the Class F Notes);
(917) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each the Class of G Interest Distribution Amount and, if no Class A Notes, (i) firstClass A-S Notes, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied orNotes, if soonerClass C Notes, until the Class A D Notes, Class E Notes and Class B F Notes have been paid in fullare outstanding, any Class G Defaulted Interest Amount;
(1018) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and G Deferred Interest (ii) second, to in reduction of the Aggregate Outstanding Amount of the Class B G Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full);
(1119) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1220) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$50,000 $100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1421) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.019% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$7,500 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized Interest (if any);
(97) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and (ii) and, second, to principal on the Class B Notes Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10) 8) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(119) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1210) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1411) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(d)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Backup extent not previously reimbursed, to the Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (provided that the Advancing Agent has not failed to make any Interest Advance required to be made in respect of such Payment Date pursuant to the terms of this Indenture), (d) fourth, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent that such payment would not result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Payment Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fees, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.0145% per monthannum of the Aggregate Collateral Balance and (ii) $25,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) Agent and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 0.065% per annumannum of the Aggregate Collateral Balance;
(4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager)Management Fees;
(5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Hedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination (in whole or in part) of any Hedge Agreement (including any interest that may accrue thereon), other than by reason of an Event of Default (as defined in the related Hedge Agreement) or Termination Event (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, with respect to which the Hedge Counterparty is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement);
(6) to the pro rata payment of (a) the Class A A-1A Interest Distribution Amount, plus, any Class A A-1A Defaulted Interest Amount and the Class A-1AR Interest Distribution Amount, plus, any Class A-1AR Defaulted Interest Amount and (b) the Class A-1AR Commitment Fee;
(7) to the payment of the Class A-2 Interest Distribution Amount, plus, any Class A-2 Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) 8) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) 9) as long as any of the Class A Notes or the Class B Notes are Outstanding, to the payment of the Class B Capitalized Interest (if any);following amounts:
(9a) if either in the event that the Class A-1 Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment DateA-1 Notes, to the payment in full of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(11) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A A-1A Notes and the Class B Notes have been paid in fullA-1AR Notes, pro rata, based on the Class A-1A/A-1AR Pro Rata Allocation;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes as a result of due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent or and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to this Indenture); and (c) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, (i) order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the payment to the Note Administrator and the Trustee of the accrued and unpaid fees in respect of its their services equal to U.S.$3,500 to, in the aggregate, $7,500 per month, and to the Note Administrator, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodial Securities Intermediary, Custodian and the Paying AgentAgent the aggregate of all such amounts reimbursed in this clause (b) not to exceed $250,000 per Expense Year, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses this clause (c) and (d) above (including such amounts paid since the previous Payment Date from the per Expense Account) Year not to exceed U.S.$125,000 the greater of (i) 0.10% per annum of the Aggregate Outstanding Portfolio Balance and (ii) $125,000 per annum;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees Fee (but only in if not waived by the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied orA-S Interest Distribution Amount, if soonerplus, until the any Class A Notes have been paid in fullA-S Defaulted Interest Amount;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(10) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(11) if either of the Class B Coverage Note Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and Notes, (ii) second, to principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class B E Notes have been paid in full;
(1012) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each the Class of F Interest Distribution Amount, plus, if no Class A Notes, (i) firstClass A-S Notes, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of C Notes, Class D Notes has been reinstated or such Class has been paid in fullE Notes are outstanding, any Class F Defaulted Interest Amount;
(1113) to the payment of any Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes);
(14) to the payment of the Class G Interest Distribution Amount, plus, if no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class F Notes are outstanding, any Class G Defaulted Interest Amount;
(15) to the payment of any Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes);
(16) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1217) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$50,000 $100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1418) any remaining Interest Proceeds to be released from paid to the lien of this Indenture and paid (upon standing order Holders of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency AgreementClass H Notes.
Appears in 1 contract
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.023% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (i) 0.10% per annum of the Aggregate Collateral Balance and (ii) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) 7) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) 8) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and (ii) Notes, second, to principal on the Class B Notes Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(109) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(1110) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1211) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1412) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Backup extent not previously reimbursed, to the Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (provided that the Advancing Agent has not failed to make any Interest Advance required to be made in respect of such Payment Date pursuant to the terms of the Indenture), (d) fourth, to the Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Debt Security and not to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Trustee, in its capacity as Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Distribution Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Distribution Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.0072% per monthannum of the Aggregate Collateral Balance and (ii) U.S. $25,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) Agent and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 0.05% per annum;
(4) to the payment annum of the Aggregate Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager)Balance;
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized Interest (if any);
(9) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(11) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Gramercy Capital Corp)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.022% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodian, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (i) 0.1% per annum of the Aggregate Collateral Balance and (ii) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) 7) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) 8) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and (ii) Notes, second, to principal on the Class B Notes Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(109) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(1110) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1211) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1412) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Backup extent not previously reimbursed, to the Advancing Agent, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Advancing Agent, (c) third, to the Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (provided that the Advancing Agent has not failed to make any Interest Advance required to be made in respect of such Payment Date pursuant to the terms of this Indenture), (d) fourth, to the Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Advancing Agent, reimbursement of any outstanding Cure Advance (but only to the extent that such payment would not result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Trustee, in its capacity as Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Payment Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.01% per monthannum of the Aggregate Collateral Balance and (ii) U.S. $25,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) Agent and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 0.05% per annumannum of the Aggregate Collateral Balance;
(4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fees Management Fees;
(but only 5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Hedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination (in whole or in part) of any Hedge Agreement (including any interest that may accrue thereon), other than by reason of an Event of Default (as defined in the event that DivCore Subordinate Debt Club I Advisorsrelated Hedge Agreement) or Termination Event (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, LLC with respect to which the Hedge Counterparty is the Defaulting Party or an affiliate thereof is not acting the sole Affected Party (as Collateral Managerdefined in the related Hedge Agreement);
(56) to the payment of the Class A A-1 Interest Distribution Amount, plus, any Class A A-1 Defaulted Interest Amount;
(67) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied orA-2 Interest Distribution Amount, if soonerplus, until the any Class A Notes have been paid in fullA-2 Defaulted Interest Amount;
(7) 8) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) 9) as long as any of the Class A Notes or the Class B Notes are outstanding, to the payment of the Class B Capitalized Interest (if any);following amounts:
(9a) if either in the event that the Class A-1 Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment DateA-1 Notes, to the payment in full of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in fullA-1 Notes;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(11) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes as a result of due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent or and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); and (c) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, (i) order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the payment to the Note Administrator and the Trustee of the accrued and unpaid fees in respect of its services equal Trustee and Note Administrator Fees and to U.S.$3,500 per monththe Note Administrator, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodial Securities Intermediary, Custodian and the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses this clause (c) and (dother than amounts payable to the Servicer or the Special Servicer) above (including such amounts paid since the previous Payment Date from the per Expense Account) Year not to exceed U.S.$125,000 $150,000 per annumannum for the Note Administrator and $100,000 per annum for the Trustee;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees Fee (but only in if not waived by the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied orA-S Interest Distribution Amount, if soonerplus, until the any Class A Notes have been paid in fullA-S Defaulted Interest Amount;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes);
(10) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes);
(12) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);
(14) if either of the Class B Coverage Note Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and Notes, (ii) second, to principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class B E Notes have been paid in full;
(1015) pro rata, based on each Payment Date following the occurrence of a Rating Confirmation Failureentitlement, to the payment of principal of each the Class of NotesF Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount;
(i16) firstpro rata, based on entitlement, to the payment of the Class A Notes F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (iiin reduction of the Aggregate Outstanding Amount of the Class F-E Notes);
(17) secondpro rata, based on entitlement, to the payment of the Class B NotesG Interest Distribution Amount, in each case until the rating assigned on Class G-E Interest Distribution Amount and the Closing Date to each Class of Notes has been reinstated or such G-X Interest Distribution Amount, plus, any Class has been paid in fullG Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount;
(1118) pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes);
(19) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1220) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$50,000 U.S. $100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1421) any remaining Interest Proceeds to be released from paid to the lien of this Indenture and paid (upon standing order holders of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency AgreementClass H Notes.
Appears in 1 contract
Sources: Indenture (FS Credit Real Estate Income Trust, Inc.)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, (A) to the extent not previously reimbursed, to the Backup Advancing Agent or the Advancing Agent, in that orderthe Master Servicer and the Backup Advancing Agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party party, and (b) secondthen, to the Advancing Agent, the Master Servicer and the Backup Advancing Agent and the Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances Advance (not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
); and (3B) (a) first, to the payment to the Trustee of the its accrued and unpaid fees in respect of its services equal to U.S.$3,500 per monthTrustee Fee, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, Trustee in all of its capacities under the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Indenture and as Issuer Equity Paying Agent and under the Calculation Agent, up to a cap of $225,000 per annumIssuer Equity Paying Agency Agreement, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, and (d) fourth, prior to the date on which amounts on deposit in the Expense Account are transferred to the Payment Account (in connection with the sale or disposition of substantially all of the Issuer’s assets) for application as Interest Proceeds, for deposit in the Expense Account an amount sufficient to cause the balance of all Eligible Investments and cash in the Expense Account, immediately after such deposit, to equal $100,000, the aggregate of all such amounts in clauses (b), (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 0.10% per annumannum of the Aggregate Collateral Balance as of the beginning of the related Interest Accrual Period
(3) to the payment of the Master Servicing Fee, the Special Servicing Fee, the Operating Advisor Fees and the Reporting Agent Fee and any previously due but unpaid Master Servicing Fees, Special Servicing Fees, Operating Advisor Fees and Reporting Agent Fees;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) Interest Distribution Amount to the payment of the Class A Interest Distribution AmountNotes, plus, any Class A Defaulted Interest Amount;
(65) if as long as any of the Class A Coverage Tests Notes are not satisfied as of the Determination Date relating to such Payment Dateoutstanding, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;following amounts:
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized Interest (if any);
(9A) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests Test to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to clause (1) through (4) above); or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10B) on each Payment in the event that the Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Stated Maturity Date following of the occurrence of a Rating Confirmation FailureNotes, to the payment in full of principal the Outstanding Principal Balance of each Class of the Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(116) to the payment of any Company Administrative Expenses not paid pursuant to clause paragraph (32) above in the order specified therein;; and
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(147) any remaining Interest Proceeds to be released from the lien of this Indenture and paid first, to the Majority Equityholder in connection with any Cure Payments made by the Majority Equityholder plus Reimbursement Interest thereon, and, second, (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Issuer Equity Securities Distribution Account for distribution to the Holder of the Preferred Shares Equityholders as payments of the Preferred Shares Equity Interest Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency AgreementAmount.
Appears in 1 contract
Sources: Indenture (Redwood Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes as a result of due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent or and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party; (b) second, to the Advancing Agent (or the Backup Advancing Agent or the Trustee, if the Advancing Agent or the Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to this Indenture); (c) third, to the Advancing Agent, the Backup Advancing Agent and the Advancing AgentTrustee, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to any party responsible for determining whether a Benchmark Transition Event has occurred and implementing a Benchmark Replacement, an amount not exceed $25,000 per year (unless waived by such party);
(3) (a) first, pro rata, based on their entitlement, to the payment to the Note Administrator and the Trustee of the accrued and unpaid fees in respect of its their services equal to U.S.$3,500 per monthto, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisorsaggregate, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized Interest (if any);
(9) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B NotesU.S.$6,750, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
payable monthly (11) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.one portion
Appears in 1 contract
Sources: Indenture (Invesco Commercial Real Estate Finance Trust, Inc.)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.022% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (i) 0.1% per annum of the Aggregate Collateral Balance and (ii) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) 7) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) 8) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and (ii) Notes, second, to principal on the Class B Notes Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(109) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(1110) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1211) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1412) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Class A Loans or the Notes as a result of due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes of the Issuer owing to a taxing authority, but for the avoidance of doubt, not including any (x) income (or similar) taxes, (y) imputed underpayment assessed under Section 6225 of the Code or (z) liability under Section 1446 of the Code, in each case, any similar provision of state, local or non-U.S. law, or any penalties or interest assessed in connection with such amount and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent or and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to this Indenture); and (c) third, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, (i) order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the payment to the Note Administrator, the Loan Agent and the Trustee of the accrued and unpaid fees in respect of its their services equal to U.S.$3,500 to, in the aggregate, $7,350 per month, and to the Note Administrator, the Additional Note Administrator Compensation, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodial Securities IntermediaryCustodian, the Loan Agent and the Paying Agent, the Preferred Shares Paying Agent aggregate of all such amounts reimbursed in this clause (b) not to exceed $250,000 per Expense Year and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses this clause (c) and (d) above (including such amounts paid since the previous Payment Date from the per Expense Account) Year not to exceed U.S.$125,000 the greater of (i) 0.10% per annum of the Aggregate Outstanding Portfolio Balance and (ii) $125,000 per annum;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees Fee (but only in if not waived by the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied a Market Trigger has occurred and is continuing as of the Determination Date relating related to such Payment Date, then, to the extent such Market Trigger would not be cured by the application of Principal Proceeds pursuant to Section 11.1(a)(ii), 100% of remaining Interest Proceeds to the payment of principal on the Class A Notes to Loans until the extent necessary to cause each of the Coverage Tests to be satisfied Market Trigger has been cured or, if sooner, until the Class A Notes Loans have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(10) if either of the Class B Coverage Debt Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and Loans, (ii) second, to principal on the Class B Notes, (iii) third, principal on the Class C Notes and (iv) fourth, principal on the Class D Notes, in each case to the extent necessary to cause each of the Coverage Debt Protection Tests to be satisfied or, if sooner, until the Class A Loans, the Class B Notes, the Class C Notes and the Class B D Notes have been paid in full;
(1011) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class E Interest Distribution Amount, plus, if no Class A Notes and (ii) secondLoans, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of C Notes has been reinstated or such Class has been paid in fullD Notes are outstanding, any Class E Defaulted Interest Amount;
(1112) to the payment of any Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);
(13) to the payment of the Class F Interest Distribution Amount, plus, if no Class A Loans, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding, any Class F Defaulted Interest Amount;
(14) to the payment of any Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes);
(15) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1416) any remaining Interest Proceeds to be released from paid to the lien of this Indenture and paid (upon standing order Holders of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency AgreementClass G Notes.
Appears in 1 contract
Sources: Indenture and Security Agreement (Lument Finance Trust, Inc.)
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the Co-Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent or and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable, if the Advancing Agent or Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms of the Indenture), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, to the Backup Advancing Agent or to the Trustee, as applicable, unless waived by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); (c) third, to the Advancing Agent, the Backup Advancing Agent and the Advancing AgentTrustee, in that order, (i) order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to the Benchmark Agent, an amount not to exceed $25,000 per year (unless waived by such party);
(3) (a) first, pro rata to the payment to the Note Administrator, to the Trustee of the accrued and unpaid fees in respect of its their services equal to U.S.$3,500 per month$7,500, in each case payable monthly (a portion of which is paid to the Trustee by the Note Administrator), (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up Preferred Share Paying Agent not to a cap exceed the sum of $225,000 250,000 per annum, Expense Year (of which $100,000 will be allocated to the Trustee and $150,000 will be allocated to the Note Administrator (in each of its capacities); provided that any unused portions of the foregoing cap remaining at the end of an Expense Year will be available to pay the Company Administrative Expenses of any of the Note Administrator (in each of its capacities) or the Trustee) and (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees Fee (but only in if not waived by the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, Amount plus any Class A Defaulted Interest Amount;
(6) if any to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;
(7) to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;
(8) to the payment of the Class C Interest Distribution Amount and, if no Class A Coverage Notes, Class A-S Notes and Class B Notes are outstanding, any Class C Defaulted Interest Amount;
(9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes);
(10) to the payment of the Class D Interest Distribution Amount and, if no Class A Notes, Class A-S Notes, Class B Notes and Class C Notes are outstanding, any Class D Defaulted Interest Amount;
(11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes);
(12) to the payment of the Class E Interest Distribution Amount and, if no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes and Class D Notes are outstanding, any Class E Defaulted Interest Amount;
(13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);
(14) if either of the Note Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of of, first, principal on the Class A Notes, second, principal on the Class A-S Notes, third, principal on the Class B Notes, fourth, principal on the Class C Notes, fifth, principal on the Class D Notes and sixth, principal on the Class E Notes, in each case, to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full;
(715) pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest Distribution Amount and the Class F-X Interest Distribution Amount plus, if no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding, any Class F Defaulted Interest Amount, any Class F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount;
(16) pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F-E Notes);
(17) pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X Interest Distribution Amount, plus, if no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes, Class F Notes, Class F-E Notes, Class F-X Notes are outstanding, any Class B G Defaulted Interest Amount, any Class G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount;
(8) 18) pro rata, based on entitlement, to the payment of the Class B Capitalized G Deferred Interest (if anyin reduction of the Aggregate Outstanding Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G-E Notes);
(9) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(1119) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1220) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$50,000 $100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1421) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Goldman Sachs Real Estate Finance Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.022% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodian, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (i) 0.1% per annum of the Aggregate Collateral Balance and (ii) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(7) to the payment of the Class C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized D Interest (if any)Distribution Amount, plus, any Class D Defaulted Interest Amount;
(9) if either of the Class B Coverage Note Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and Notes, (ii) second, to principal on the Class B Notes, (iii) third, principal on the Class C Notes and (iv) fourth, principal on the Class D Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes, Class C Notes and Class B D Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes, (iii) third, to the Class C Notes and (iv) fourth, to the Class D Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(11) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(12) to the payment of the Class E Deferred Interest (if any);
(13) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1214) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1415) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments payment of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.022% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (i) 0.1% per annum of the Aggregate Collateral Balance and (ii) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) 7) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) 8) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and (ii) Notes, second, to principal on the Class B Notes Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(109) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(1110) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1211) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1412) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.019% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$7,500 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) 7) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) 8) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and (ii) Notes, second, to principal on the Class B Notes Notes, and third, principal on the Class C Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class B Notes and Class B C Notes have been paid in full;
(109) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class B Notes and (iii) third, to the Class C Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(1110) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1211) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1412) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the Co-Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent or and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party; (b) second, to the Advancing Agent (or to the Backup Advancing Agent or the Trustee, as applicable, if the Advancing Agent or Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms of the Indenture), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, to the Backup Advancing Agent or to the Trustee, as applicable, unless waived by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture); (c) third, to the Advancing Agent, the Backup Advancing Agent and the Advancing AgentTrustee, in that order, (i) order and to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (to exceed, in the case of this clause (ii)) to exceed each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to the Benchmark Agent, an amount not to exceed $25,000 per year (unless waived by such party);
(3) (a) first, pro rata to the payment to the Note Administrator, to the Trustee of the accrued and unpaid fees in respect of its their services equal to U.S.$3,500 per month$7,500, in each case payable monthly (a portion of which is paid to the Trustee by the Note Administrator), (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up Preferred Share Paying Agent not to a cap exceed the sum of $225,000 250,000 per annum, Expense Year (of which $100,000 will be allocated to the Trustee and $150,000 will be allocated to the Note Administrator (in each of its capacities); provided that any unused portions of the foregoing cap remaining at the end of an Expense Year will be available to pay the Company Administrative Expenses of any of the Note Administrator (in each of its capacities) or the Trustee) and (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees Fee (but only in if not waived by the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, Amount plus any Class A Defaulted Interest Amount;
(6) if any to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;
(7) to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;
(8) to the payment of the Class C Interest Distribution Amount and, if no Class A Coverage Notes, Class A-S Notes and Class B Notes are outstanding, any Class C Defaulted Interest Amount;
(9) to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes);
(10) to the payment of the Class D Interest Distribution Amount and, if no Class A Notes, Class A-S Notes, Class B Notes and Class C Notes are outstanding, any Class D Defaulted Interest Amount;
(11) to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes);
(12) to the payment of the Class E Interest Distribution Amount and, if no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes and Class D Notes are outstanding, any Class E Defaulted Interest Amount;
(13) to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);
(14) if either of the Note Protection Tests are is not satisfied as of the Determination Date relating to such Payment Date, to the payment of of, first, principal on the Class A Notes, second, principal on the Class A-S Notes, third, principal on the Class B Notes, fourth, principal on the Class C Notes, fifth, principal on the Class D Notes and sixth, principal on the Class E Notes, in each case, to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full;
(715) to the payment of the Class B F Interest Distribution AmountAmount and, plusif no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes are outstanding, any Class B F Defaulted Interest Amount;
(8) 16) to the payment of the Class B Capitalized F Deferred Interest (if anyin reduction of the Aggregate Outstanding Amount of the Class F Notes);
(917) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each the Class of G Interest Distribution Amount and, if no Class A Notes, (i) firstClass A-S Notes, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied orNotes, if soonerClass C Notes, until the Class A D Notes, Class E Notes and Class B F Notes have been paid in fullare outstanding, any Class G Defaulted Interest Amount;
(1018) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and G Deferred Interest (ii) second, to in reduction of the Aggregate Outstanding Amount of the Class B G Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full);
(1119) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1220) upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$50,000 $100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1421) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.02% per monthannum of the Aggregate Collateral Balance and (ii) $6,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Commercial Mortgage LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 the greater of (x) 0.10% per annum of the Aggregate Collateral Balance and (y) $125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized Interest (if any);
(97) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and (ii) and, second, to principal on the Class B Notes Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(11) 8) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(129) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 $100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1410) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the payment to the Backup Advancing Agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such Payment Date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such Payment Date) and any previously due but unpaid Backup Advancing Agent Fee, (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to 0.01% per annum (but in no event less than $25,000 per annum) of the Aggregate Collateral Balance as of the beginning of the related Due Period, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Paying Agent and the Calculation Agent, (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, and (e) fifth, prior to the date on which such amounts on deposit in the Expense Account are transferred to the Payment Account (in connection with the sale or disposition of substantially all of the Issuer’s assets) for application as Interest Proceeds, for deposit in the Expense Account an amount equal to lesser of (x) an amount sufficient to cause the balance of all Eligible Investments and Cash in the Expense Account, immediately after such deposit, to equal U.S.$50,000, the aggregate of all such amounts in clauses (c), (d) and (e) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed 0.05% per annum of the Aggregate Collateral Balance as of the beginning of the related Due Period;
(3) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Backup extent not previously reimbursed, to the Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (provided that the Advancing Agent has not failed to make any Interest Advance required to be made in respect of such Payment Date pursuant to the terms of this Indenture), (d) fourth, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an a Note Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Interest with respect to such Cure Advance was made and not to exceed the amount that would result in a Note Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 per month, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum);
(4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager)Management Fees;
(5) to the payment, pro rata, of (a) on the basis of amounts payable under each Hedge Agreement (if any), pro rata, to the payment of any amounts (including, without limitation, any Hedge Payment Amounts) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement, along with any payments (however described) due and payable by the Issuer under any Hedge Agreement in connection with a termination, in whole or in part, of any Hedge Agreement (including any interest that may accrue thereon), other than any Defaulted Hedge Agreement Termination Payments; (b) any payments (however described) due and payable by the Issuer under any Synthetic Asset in connection with a termination, in whole or in part, of such Synthetic Asset (including any interest that may accrue thereon), other than any Defaulted Synthetic Asset Termination Payments; and (c) to the Upfront Swap Counterparty (i) first, the Upfront Swap Repayment Amount and (ii) second, any payments (however described) due and payable by the Issuer under the Upfront Swap Agreement in connection with a termination, in whole or in part, of the Upfront Swap Agreement (including any interest that may accrue thereon);
(6) to the payment of (a) first, pro rata, the Senior Class A Interest Distribution Amount, plus, any the Senior Class A Defaulted Interest Amount;
(6) if any of Amount and the Class A-1R Commitment Fee, then (b) second, pro rata, the Junior Class A Coverage Tests are not satisfied as of Interest Distribution Amount, plus, the Determination Date relating to such Payment Date, to the payment of principal on Junior Class A Defaulted Interest Amount and the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in fullA-2R Commitment Fee;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) as long as any of the Class A Notes or the Class B Notes are Outstanding, to the payment of the following amounts:
(a) in the event that the Senior Class A Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Rated Final Maturity of the Senior Class A Notes, to the payment in full of principal of the Senior Class A Notes;
(b) in the event that the Junior Class A Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the Rated Final Maturity of the Junior Class A Notes, to the payment in full of principal of first, the Senior Class A Notes and second, the Junior Class A Notes;
(c) in the event that the Class B Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class B Notes, to the payment in full of principal of, first, the Senior Class A Notes, second, the Junior Class A Notes and third, the Class B Notes; and
(d) in the event of a Mandatory Redemption of the Class A Notes and the Class B Notes, first, to the payment of principal of the Senior Class A Notes, second, to the payment of principal on the Junior Class A Notes and third, to the payment of principal of the Class B Notes, to the extent necessary to cause each of the Class A/B Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i));
(9) to the payment of the Class B C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(10) to the payment of the Class C Capitalized Interest (if any);
(911) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(12) to the payment of the Class D Capitalized Interest (if either any);
(13) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(14) to the payment of the Class E Capitalized Interest (if any);
(15) as long as any of the Class C Notes, the Class D Notes or the Class E Notes are Outstanding, to the payment of the following amounts:
(a) in the event that the Class C Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class C Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes , third, the Class B Notes and fourth, the Class C Notes;
(b) in the event that the Class D Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class D Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes and fifth, the Class D Notes;
(c) in the event that the Class E Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class E Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes and sixth, the Class E Notes; and
(d) in the event of a Mandatory Redemption of the Class C Notes, the Class D Notes and the Class E Notes, first, to the payment of principal of the Senior Class A Notes, second, to the payment of principal of the Junior Class A Notes, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes and sixth, to the payment of principal of the Class E Notes, to the extent necessary to cause each of the Class C/D/E Coverage Tests are not to be satisfied as (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i));
(16) to the payment of the Determination Date relating Class F Interest Distribution Amount, plus, any Class F Defaulted Interest Amount;
(17) to the payment of the Class F Capitalized Interest (if any);
(18) to the payment of the Class G Interest Distribution Amount, plus, any Class G Defaulted Interest Amount;
(19) to the payment of the Class G Capitalized Interest (if any);
(20) to the payment of the Class H Interest Distribution Amount, plus, any Class H Defaulted Interest Amount;
(21) to the payment of the Class H Capitalized Interest (if any);
(22) as long as any of the Class F Notes, Class G Notes or Class H Notes are Outstanding, to the payment of the following amounts:
(a) in the event that the Class F Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class F Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes and seventh, the Class F Notes;
(b) in the event that the Class G Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class G Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes and eighth, the Class G Notes;
(c) in the event that the Class H Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class H Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G and ninth, the Class H Notes; and
(d) in the event of a Mandatory Redemption of the Class F Notes, the Class G Notes and the Class H Notes, first, to the payment of principal of the Senior Class A Notes, second, to the payment of principal of the Junior Class A Notes, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes, sixth, to the payment of principal of the Class E Notes, seventh, to the payment of principal of the Class F Notes, eighth, to the payment of principal of the Class G Notes and ninth, to the payment of principal of the Class H Notes, to the extent necessary to cause each of the Class F/G/H Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment DateDate pursuant to this Section 11.1(a)(i));
(23) to the payment of the Class J Interest Distribution Amount, plus, any Class J Defaulted Interest Amount;
(24) to the payment of the Class J Capitalized Interest (if any);
(25) to the payment of the Class K Interest Distribution Amount, plus, any Class K Defaulted Interest Amount;
(26) to the payment of the Class K Capitalized Interest (if any);
(27) to the payment of the Class L Interest Distribution Amount, plus, any Class L Defaulted Interest Amount;
(28) to the payment of the Class L Capitalized Interest (if any);
(29) as long as any of the Class J Notes, Class K Notes or Class L Notes are outstanding, to the payment of the following amounts:
(a) in the event that the Class J Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class J Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes and, tenth, the Class J Notes;
(b) in the event that the Class K Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class K Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes, tenth, the Class J Notes and eleventh, the Class K Notes; and
(c) in the event that the Class L Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon Rated Final Maturity of the Class L Notes, to the payment in full of principal of first, the Senior Class A Notes, second, the Junior Class A Notes, third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes, tenth, the Class J Notes, eleventh, the Class K Notes and twelfth, the Class L Notes;
(30) on the first Payment Date following the occurrence of a Ratings Confirmation Failure, to the extent that application of any unused proceeds remaining on deposit on the Unused Proceeds Account is insufficient to cause the ratings assigned to each Class of Notes to be reinstated or any affected Class to be paid in full, to the payment of principal of each Class of Notes, (i) first, to the Senior Class A Notes and (ii) Notes, second, to the Junior Class A Notes, third, the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied orNotes, if soonerfourth, until the Class A C Notes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes, ninth, the Class H Notes, tenth, the Class J Notes, eleventh, the Class K Notes and Class B Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failuretwelfth, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B L Notes, in each case until the rating ratings assigned on the Closing Date to each Class of Notes has have been reinstated or such Class has been paid in full;
(1131) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.of
Appears in 1 contract
Sources: Indenture (CBRE Realty Finance Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes Date, (except as a result of the occurrence and continuation of an Event of Default, otherwise provided in Section 11.1(c)) Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Advancing AgentTrustee, in that orderits capacity as backup advancing agent, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the extent not previously reimbursed, to the Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (provided that the Advancing Agent has not failed to make any Interest Advance required to be made in respect of such Payment Date pursuant to the terms of this Indenture), (d) fourth, to the payment to the Trustee, as backup advancing agent, the Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of such distribution date pursuant to the terms of this Indenture, the Advancing Agent Fee otherwise payable to the Advancing Agent on such distribution date) and any previously due but unpaid Backup Advancing Agent Fee; (e) fifth, to the Advancing Agent and the Advancing AgentTrustee, in that orderits capacity as backup advancing agent, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not Advances, but (in the case of this clause (ii)) only to exceed the extent of the applicable proceeds in respect of the Collateral Obligation in respect of which such Interest Advance was made and not in an amount that would result in an Interest Shortfall with respect to such Payment Date and (f) sixth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Obligation in respect of which such Cure Advance was made and not in an amount that would result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.006% per monthannum of the Aggregate Collateral Balance and (ii) U.S. $25,000 per annum, (b) second, to the payment to the Trustee or any successor Back-up Servicer, as Back-up Servicer, and to the Trustee or any successor CLO Servicer, as successor CLO Servicer, of any servicing or backup servicing fees and any previously due but unpaid servicing or backup servicing fees, which are explicitly directed under the terms of the Servicing Agreement, (c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent Owner Trustee and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of the Servicing Agreement) Agent and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 0.065% per annumannum of the Aggregate Collateral Balance;
(4) to the payment of the Senior Collateral Manager Management Fee and any previously due but unpaid Senior Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager)Management Fees;
(5) pro rata on the basis of amounts payable under each Hedge Agreement (if any), to the payment of any amounts (including, without limitation, any Net Trust Hedge Payments) scheduled to be paid to each Hedge Counterparty, if any, pursuant to any Hedge Agreement (including any interest that may accrue thereon) other than by reason of an event of default or termination event under the related Hedge Agreement (other than Illegality or Tax Event) (each as defined in the related Hedge Agreement) in each case, with respect to which the Hedge Counterparty is the Defaulting Party or the sole Affected Party (as defined in the related Hedge Agreement); provided, however, that on each Payment Date any Hedge Breakage Costs payable pursuant to this clause (5) shall not exceed $2,000,000 in an aggregate amount;
(6) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of , and the Class A Coverage Tests are not satisfied A-1R Commitment Fee as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid described in fullSection 11.1(g);
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount; ;
(8) as long as any of the Class A Notes or the Class B Notes are outstanding, to the payment of the following amounts:
(a) in the event that the Class A Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class A Notes, to the payment in full of principal of the Class A Notes as described in Section 11.1(g);
(b) in the event that the Class B Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class B Notes, to the payment in full of principal of, first, the Class A Notes as described in Section 11.1(g) and, second, the Class B Notes; or
(c) in the event of a Mandatory Redemption of the Class A Notes and the Class B Notes, first, to the payment of principal of the Class A Notes as described below in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit and third, to the payment of principal of the Class B Notes, to the extent necessary to cause each of the Class A/B Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i));
(9) to the payment of the Class B C Interest Distribution Amount, plus, any Class C Defaulted Interest Amount;
(10) to the payment of the Class C Capitalized Interest (if any);
(911) if either to the payment of the Class B Coverage Tests are not satisfied as D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(12) to the payment of the Determination Date relating Class D Capitalized Interest (if any);
(13) to such Payment Datethe payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(14) to the payment of the Class E Capitalized Interest (if any);
(15) as long as any of the Class C Notes, the Class D Notes or the Class E Notes are outstanding, to the payment of the following amounts:
(a) in the event that the Class C Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class C Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes and third, the Class C Notes;
(b) in the event that the Class D Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class D Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes and fourth, the Class D Notes;
(c) in the event that the Class E Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class E Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes and fifth, the Class E Notes; or
(d) in the event of a Mandatory Redemption of the Class C Notes, the Class D Notes and the Class E Notes, first, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) as described in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes and sixth, to the payment of principal of the Class E Notes, to the extent necessary to cause each of the Class C/D/E Coverage Tests to be satisfied or(after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i));
(16) to the payment of the Class F Interest Distribution Amount, plus, any Class F Defaulted Interest Amount;
(17) to the payment of the Class F Capitalized Interest (if soonerany);
(18) to the payment of the Class G Interest Distribution Amount, until plus, any Class G Defaulted Interest Amount;
(19) to the payment of the Class G Capitalized Interest (if any);
(20) to the payment of the Class H Interest Distribution Amount, plus, any Class H Defaulted Interest Amount;
(21) to the payment of the Class H Capitalized Interest (if any);
(22) as long as any of the Class F Notes, Class G Notes or Class H Notes are outstanding, to the payment of the following amounts:
(a) in the event that the Class F Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class F Notes, to the payment in full of principal of first, the Class A Notes and as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes have been paid in fulland sixth, the Class F Notes;
(10b) in the event that the Class G Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class G Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes and seventh, the Class G Notes;
(c) in the event that the Class H Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class H Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes, seventh, the Class G Notes and eighth, the Class H Notes; or
(d) in the event of a Mandatory Redemption of the Class F Notes, the Class G Notes and the Class H Notes, first, to the payment of principal of the Class A Notes as described in Section 11.1(g), second, for deposit into the Class A-1R Suspense Account, the Required Class A-1R Suspense Account Deposit, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes, sixth, to the payment of principal of the Class E Notes, seventh, to the payment of principal of the Class F Notes, eighth, to the payment of principal of the Class G Notes and ninth, to the payment of principal of the Class H Notes, to the extent necessary to cause the Class F/G/H Coverage Tests to be satisfied (after giving effect to the payment of all amounts previously paid on such Payment Date pursuant to this Section 11.1(a)(i));
(23) to the payment of the Class J Interest Distribution Amount, plus, any Class J Defaulted Interest Amount;
(24) to the payment of the Class J Capitalized Interest (if any);
(25) as long as any of the Class J Notes are outstanding, to the payment of the following amounts: in the event that the Class J Notes become due and payable (x) as a result of an acceleration following an Event of Default, (y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean up Call or a Tax Redemption or (z) upon the Stated Maturity of the Class J Notes, to the payment in full of principal of first, the Class A Notes as described in Section 11.1(g), second, the Class B Notes, third, the Class C Notes, fourth, the Class D Notes, fifth, the Class E Notes, sixth, the Class F Notes, seventh, the Class G Notes, eighth, the Class H Notes and ninth, the Class J Notes;
(26) to the Reserve Fund Account, until the amount therein equals the Required Reserve Amount;
(27) on each the first Payment Date following the occurrence of a Rating Confirmation Failure, to the extent that application of any unused proceeds remaining in deposit on the Unused Proceeds Account is insufficient to cause the ratings assigned to each Class of Notes to be reinstated or any affected Class to be paid in full, to the payment of principal of each Class of the following Classes of Notes, : (i) first, to the Class A Notes as described in Section 11.1(g) (and any Required Class A-1R Suspense Account Deposit, to the Suspense Account), (ii) second, to the Class B Notes, (iii) third, to the Class C Notes, (iv) fourth, to the Class D Notes, (v) fifth, to the Class E Notes, (vi) sixth, to the Class F Notes, (vii) seventh, to the Class G Notes, (viii) eighth, to the Class H Notes, (ix) ninth, to the Class J Notes and (x) tenth, to the Class K Notes, in each case until the rating ratings assigned on the Closing Date to each such Class of Notes has have been reinstated or such Class has been paid in full;
(1128) to the holder of the Class A-1R Notes, any accrued and unpaid Class A-1R Breakage Costs;
(29) to the payment of the Subordinate Collateral Management Fee and any accrued and unpaid Subordinate Collateral Management Fee;
(30) to the payment of any taxes, filing fees and Company Administrative Expenses not paid pursuant to clause paragraphs (1) and (3) above in the order specified therein;
(1231) upon direction of to the Collateral ManagerHedge Counterparties, for deposit into any unpaid Hedge Breakage Costs, together with interest accrued thereon; and
(32) if a Liquidity Test Failure or a Future Funding Failure has occurred and is continuing, to the Expense Liquidity Suspense Account in an amount not (x) necessary to exceed U.S.$50,000 in respect of cause such Payment Date;
Liquidity Test Failure to be cured and/or (13y) beginning with the Payment Date occurring in December 2017, up to the payment of principalFuture Funding Failure Amount, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent Owner Trustee for deposit into the Preferred Share Certificate Distribution Account for distribution to the Holder of the Preferred Shares Certificateholder as payments of the Preferred Shares Certificate Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.Amount;
Appears in 1 contract
Sources: Indenture (Capitalsource Inc)
Interest Proceeds. On each Payment Date that is not a or Redemption Date or a Payment Date following an acceleration of the Notes (except as a result of the occurrence and continuation of an Event of Defaultotherwise provided in Section 11.1(c)), Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Trustee, in its capacity as Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Backup extent not previously reimbursed, to the Collateral Manager, the aggregate amount of any Nonrecoverable Cure Advance due and payable to the Collateral Manager, (c) third, to the Advancing Agent, the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (provided that the Advancing Agent has not failed to make any Interest Advance required to be made in respect of such Payment Date pursuant to the terms of this Indenture), (d) fourth, to the Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date and (e) fifth, to the extent due and payable to the Collateral Manager, reimbursement of any outstanding Cure Advance (but only to the extent of the applicable proceeds in respect of the Collateral Debt Security with respect to which such Cure Advance was made and not to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date);
(3) (a) first, to the payment to the Trustee of Trustee, in its capacity as Backup Advancing Agent, the accrued and unpaid fees Backup Advancing Agent Fee (or if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent in respect of its services equal such Payment Date pursuant to U.S.$3,500 per month, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans in accordance with the terms of this Indenture, the Servicing Agreement) and (d) fourth, Advancing Agent Fee otherwise payable to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all Advancing Agent on such amounts in clauses (cPayment Date) and (d) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum;
(4) to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees (but only in the event that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes have been paid in full;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized Interest (if any);
(9) if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and Class B Notes have been paid in full;
(10) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(11) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(12) upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect of such Payment Date;
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(14) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Backup Advancing Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.Fee,
Appears in 1 contract
Sources: Indenture (Gramercy Capital Corp)
Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following the occurrence and continuation of an acceleration of the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:
(1) to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
(2) (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Backup Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and party, (b) second, to the Advancing Agent or the Backup Advancing Agent (if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (unless waived by the Advancing Agent) (provided that the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture) and (c) third, to the Advancing Agent and the Backup Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that would result in an Interest Shortfall with respect to such Payment Date;
(3) (a) first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500 the greater of (i) 0.022% per monthannum of the Aggregate Collateral Balance and (ii) U.S.$10,000 per annum, (bc) secondthird, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the Custodian, the Collateral Administrator, the Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a cap of $225,000 per annum, (cd) thirdfourth, to the CLO Servicer for payment of the Servicing Fee under the Servicing Agreement (but only in the event that Arbor Multifamily Lending, LLC or an affiliate thereof is not acting as the servicer of the Loan Obligations and only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect of the Mortgage Loans Loan Obligations in accordance with the terms of the Servicing Agreement) and (de) fourthfifth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c), (d) and (de) above (including such amounts paid since the previous Payment Date from the Expense Account) not to exceed the greater of (i) 0.1% per annum of the Aggregate Collateral Balance and (ii) U.S.$125,000 per annum;
(4) to the payment of the Collateral Loan Obligation Manager Fee and any previously due but unpaid Collateral Loan Obligation Manager Fees (but only in the event that DivCore Subordinate Debt Club I AdvisorsArbor Realty Collateral Management, LLC or an affiliate thereof is not acting as Collateral Loan Obligation Manager);
(5) to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
(6) if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied orA-S Interest Distribution Amount, if soonerplus, until the any Class A Notes have been paid in fullA-S Defaulted Interest Amount;
(7) to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
(8) to the payment of the Class B Capitalized C Interest (if any)Distribution Amount, plus, any Class C Defaulted Interest Amount;
(9) to the payment of the Class D Interest Distribution Amount, plus, any Class D Defaulted Interest Amount;
(10) if either of the Class B Coverage Note Protection Tests are not satisfied as of the Determination Date relating to such Payment Date, to the payment of principal of each Class of Notesof, (i) first, to principal on the Class A Notes and Notes, (ii) second, to principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes and (v) fifth, principal on the Class D Notes, in each case to the extent necessary to cause each of the Coverage Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, Class A-S Notes, Class B Notes, Class C Notes and Class B D Notes have been paid in full;
(1011) on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes and Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes and (v) fifth, to the Class D Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
(1112) to the payment of the Class E Interest Distribution Amount, plus, any Class E Defaulted Interest Amount;
(13) to the payment of the Class E Deferred Interest (if any);
(14) to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
(1215) upon direction of the Collateral Loan Obligation Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 U.S.$100,000 in respect of such Payment Date;; and
(13) beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
(1416) any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)