Payment Date Second Step Withdrawals Sample Clauses
Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.07 hereof have been made, the Administrative Agent shall distribute from the Collections Account (or retain in the Collections Account, if so indicated in the relevant clause below), or direct the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Loans Account. All payments of Available Collections to be made to or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Securities Account. Payments shall be made in the following order of priority:
(i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount;
(ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows: (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any...
Payment Date Second Step Withdrawals. (a) On each Payment Date, after the transfers provided for in Section 3.06 have been made and after making the distributions, if any, pursuant to Section 3.07(b), the Trustee shall distribute the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition of Available Collections Amount, the Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount:
(i) First, to the payment of Expenses to such Persons as shall be entitled to payment or reimbursement thereof and to the payment of any B&W Payment, if required pursuant to Section 3.08;
(ii) Second, to the Class A Noteholders, the Interest Amount on the Class A Notes;
(iii) Third, on each March 30 Payment Date, to the Class A Noteholders, the Cash Sweep Principal Amount and the Cash Sweep Premium, if any, allocated pro rata in proportion to the outstanding principal balance of the Class A Notes held by such Class Noteholders, until the Class A Notes have been paid in full;
(iv) Fourth, on each Payment Date other than the March 30 Payment Date and the Final Maturity Date, the ...
Payment Date Second Step Withdrawals. (a) On each Payment Date, after the applicable transfers provided for in Section 3.5 have been made, based solely on the information contained in the Distribution Report prepared by the Servicer in respect of that Payment Date, the Trustee shall distribute (or instruct the Paying Agent to distribute) from the Collection Account the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto have been paid in full (the “Priority of Payments”):
(i) first, to pay accrued and unpaid government taxes, filing fees and registration fees payable by the Issuer to any federal, state or local government entities (excluding in each case federal, state and local income taxes);
(ii) second, (a) to pay any accrued and unpaid Servicing Fee in respect of such Payment Date and any previously accrued and unpaid Servicing Fee with respect to prior Payment Dates or (b) if a Servicer Termination Event has occurred and the Issuer is designated as the replacement Servicer under the Servicing Agreement, to pay the expenses of the Issuer in respect of such Payment Date and any previously accrued and unpaid similar expenses related to the hiring and retention of employees to perform the duties and obligations of the Servicer under the Servicing Agreement in an amount not to exceed $25,000;
(iii) third, to pay accrued and unpaid Administrative Expenses in the order of priority set forth in the definition of Administrative Expenses in an amount not to exceed $50,000;
(iv) fourth, to the Trustee for distribution to the Noteholders, the accrued and unpaid interest on the Original Notes (or any Refinancing Notes in respect of the Original Notes), including any accrued interest due on prior Payment Dates and not previously paid, together with interest on any previously accrued and unpaid interest to the extent legally permissible;
(v) fifth, to pay all accrued and unpaid Administrative Expenses in the order of priority set forth in the definition of Administrative Expenses in excess of the cap set forth in clause (iii) above;
(vi) sixth, to the Trustee for distribution to the Noteholders, the outstanding principal balance of the Original Notes (or any Refinancing Notes in respect of the Original Notes), pro rata according to the principal balance of the Original Notes (or any Refinancing Notes in respect of the Original Notes) held by each Noteholder;
(vii) seventh, following the pay...
Payment Date Second Step Withdrawals. Subject to Section 2.06(h) hereof, on each Payment Date, after the withdrawals and transfers provided for in Section 2.06(f) hereof have been made, the Cash Manager shall or shall instruct, in writing, the Trustee or the Security Trustee, as the case may be, to distribute funds on deposit in the Collection Account and the Expense Account as provided in Section 3.08 of the Indenture; provided, that any such direct funds transfer shall have been authorized on or prior to the date thereof by the Cash Manager in the form of a certificate, substantially in the form of Exhibit A hereto, delivered to and acknowledged by the Trustee.
Payment Date Second Step Withdrawals. On each Payment Date, after the withdrawals and transfers provided for in Section 3.08 of the Indenture have been made at the direction of the Cash Manager (except as permitted in clause (F) below) the Cash Manager shall direct the Operating Bank to distribute funds on deposit in the Collections Account as provided in Section 3.09(a) of the Indenture and shall make such certifications to the Trustee as may be required hereunder in connection therewith.
Payment Date Second Step Withdrawals. On each Payment Date, after the withdrawals and transfers provided for in Section 3.07 of the Indenture have been made at the direction of the Administrative Agent (except as permitted in clause (F) below) the Administrative Agent shall direct the Operating Bank to distribute funds on deposit in the Collections Account as provided in Section 3.08(a) of the Indenture and shall make such certifications to the Trustee as may be required hereunder in connection therewith.
Payment Date Second Step Withdrawals. Subject to Section 2.04(d)(vi) hereof, on each Payment Date, after the withdrawals and transfers provided for in Section 2.04(d)(iv) hereof have been made, the Administrative Agent shall distribute funds on deposit in the Collections Account and the Expense Account as provided in Section 3.08(a) of the Indenture; provided, that any such direct funds transfer shall have been authorized on or prior to the date thereof by the Administrative Agent in the form of a certificate, substantially in the form of Exhibit A hereto, delivered to and acknowledged by the Trustee.