Priority of Distribution. (a) Prior to the occurrence of an Event of Default and an acceleration of the entire unpaid principal amount of the Notes and so long as the Indenture Trustee has received the Servicer Report by the related Determination Date or, in any event, not later than the opening of business on the related Payment Date, the Indenture Trustee, based on information contained in the most recent Servicer Report, will make the following withdrawals from the Collection Account on such Payment Date and make deposits and payments on each Payment Date, to the extent of Available Amounts on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): First to the Servicer, any unreimbursed Servicer Advances, as defined in Section 3.6 of the Sale and Servicing Agreement, in respect of a prior Collection Period; Second if a successor servicer is being appointed, or if the Back-Up Servicer is assuming the duties of the Servicer, to the successor servicer or the Back-Up Servicer, as applicable, the costs and expenses associated with the appointment of such successor servicer and the transition relating thereto (which amount shall not, taken in the aggregate with all other amounts withdrawn for such purpose, exceed $50,000 in aggregate for the life of the transaction); Third to the Servicer, (i) the Servicing Fee then due, together with any accrued and unpaid Servicing Fees from prior Collection Periods and (ii) expenses of the Servicer, such expenses not to exceed $50,000 in the aggregate for the life of the transaction; Fourth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due, (i) the Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees then due, together with any unpaid Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees from prior Collection Periods and (ii) expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, such expenses and indemnities not to exceed, $100,000 per party per annum (with the Back-Up Servicer and Custodian deemed to be one party for purposes of this priority Fourth for so long as one Person is serving in both such capacities); Fifth to pay accrued and unpaid interest on the Class A Notes ratably based on the amount of accrued and unpaid interest due and owing on the Class A-1 and Class A-2 Notes on such Payment Date; Sixth to pay principal on the Notes in an amount equal to the amount by which the Note Balance of the Class A Notes as of the prior Payment Date (or as of the Closing Date in the case of the first Payment Date) exceeds the Pool Balance at the end of the related Collection Period, in the priority described in Section 3.9(d); provided, that on and after the Maturity Date for each class of Class A Notes, this amount will equal the Note Balance of that Class of Class A Notes until paid in full; Seventh to pay accrued and unpaid interest on the Class B Notes; Eighth to pay principal on the Notes in an amount equal to the amount by which the Note Balance of the Class A and Class B Notes as of the prior Payment Date (or as of the Closing Date in the case of the first Payment Date) (after giving effect to the payments made pursuant to priority Sixth above) exceeds the Pool Balance at the end of the related Collection Period, in the priority described in Section 3.9(d); provided, that on and after the Maturity Date for the Class B Notes, this amount will equal the Note Balance of the Class B Notes until paid in full; Ninth to the Reserve Account, an amount equal to the excess of the Required Reserve Account Amount over the remaining balance in the Reserve Account after giving effect to any payments made on such Payment Date; Tenth to pay (a) prior to the occurrence and continuation of a Trigger Event, the Scheduled Investor Principal Amount or (b) during the continuation of a Trigger Event, all remaining amounts, if any, in each case, as payments of principal on each Class of Notes in the priority specified in Section 3.9(d) (after giving effect to the payments made pursuant to priorities Sixth and Eighth above); Eleventh to the Indenture Trustee, Back-Up Servicer, Custodian and Owner Trustee all amounts due and not paid pursuant to priority Fourth by reason of the limitation in such clause, pro rata, based on the amounts due and not paid; and Twelfth to the Certificateholder, all remaining amounts, if any. (b) Following the acceleration of the entire unpaid principal amount of the Notes after the occurrence of an Event of Default, the proceeds of the liquidation of the Collateral and any amounts on deposit in the Reserve Account will be deposited into the Collection Account, and all amounts on deposit in the Collection Account will be distributed in the following priority on the related Payment Date: First to the Servicer, any unreimbursed Servicer Advances in respect of a prior Collection Period; Second if a successor servicer has been appointed, or if the Back-Up Servicer has assumed the duties of the Servicer, to the successor servicer or the Back-Up Servicer, as applicable, the reasonable costs and expenses associated with the appointment of such successor servicer and the transition relating thereto; Third to the Servicer, the Servicing Fee then due, together with any accrued and unpaid Servicing Fees from prior Collection Periods; Fourth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due, (i) first, the Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees then due, together with any unpaid Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees from prior Collection Periods and (ii) second, expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian; provided, that following the acceleration of the maturity of the Notes after the occurrence of an Event of Default described in Section 7.1(d) or (e), such expenses and indemnities shall not exceed, with respect to the Indenture Trustee, $300,000 per annum and with respect to the Back-Up Servicer, Owner Trustee and Custodian, $100,000 per party per annum (with the Back-up Servicer and Custodian deemed to be one party for purposes of this priority Fourth for so long as one person is serving in both such capacities); Fifth to pay accrued and unpaid interest on the Class A Notes ratably based on the amount of accrued and unpaid interest due and owing on the Class A-1 Notes and Class A-2 Notes; Sixth to pay accrued and unpaid interest on the Class B Notes; Seventh to pay principal on the Notes in the priority described in Section 3.9(d); Eighth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due and not paid above, all amounts due and not paid pursuant to priority Fourth above by reason of any limitation in such clause; and Ninth to the Certificateholder, all remaining amounts, if any. (c) All amounts payable by the Issuer under this Indenture and the other Transaction Documents shall be subject to, and all funds available to the Issuer shall be applied in accordance with, the priorities set forth in Section 4.5(a) and (b), provided, however, that the foregoing provision shall not affect or constitute a waiver of any Event of Default if such funds are insufficient to pay in full when due any amount which is payable by the Issuer hereunder or under any other Transaction Document.
Appears in 1 contract
Sources: Indenture (Commercial Credit, Inc.)
Priority of Distribution. (a) Prior to the occurrence of an Event of Default and an acceleration of the entire unpaid principal amount of the Notes and so So long as the Indenture Trustee has received the Servicer Report by the related Determination Date or, in any event, not later than the opening close of business on the related Payment Date, the Indenture Trustee, based on information contained in the most recent Servicer Report, ) will make the following withdrawals from the Collection Account on such Payment Date and make deposits and payments on each Payment Date, to the extent of Available Amounts on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): First to the Servicer, any unreimbursed Servicer Advances, as defined in Section 3.6 of the Sale and Servicing Agreement, in respect of a prior Collection Period; Second if a successor servicer is Servicer were being appointed, or if the Back-Up Servicer is assuming the duties of the Servicer, to the successor servicer or the Back-Up Successor Servicer, as applicable, the costs and expenses associated with the appointment of such successor servicer Servicer and the transition relating thereto (which amount shall not, taken in the aggregate with all other amounts withdrawn for such purpose, exceed $50,000 in aggregate for the life of the transaction); Third to the Servicer, (i) the Servicing Fee then due, together with any accrued and unpaid Servicing Fees from prior Collection Periods and (ii) expenses of the Servicer, such expenses not to exceed $50,000 100,000 in the aggregate for the life of the transaction; Fourth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due, (i) first the Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees then due, together with any unpaid Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees from prior Collection Periods and (ii) second expenses and indemnities indemnified amounts of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, such expenses and indemnities indemnified amounts not to exceed, prior to the occurrence of an Event of Default, $100,000 per party per annum (with every two years, beginning on the Back-Up Servicer Closing Date. After the occurrence of an Event of Default, the caps on expenses and Custodian deemed to indemnified amounts shall not be one party for purposes of this priority Fourth for so long as one Person is serving in both such capacities)applicable; Fifth to pay the Noteholders, the amount of interest accrued and unpaid on the Notes during the prior Interest Period, plus any amount of interest on the Class A Notes ratably based that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); Sixth to the Reserve Account, an amount equal to the positive excess of accrued and unpaid interest due and owing on the Class A-1 and Class A-2 Notes Required Reserve Amount over the remaining balance in the Reserve Account after giving affect to any payments made on such Payment Date; Sixth Seventh to the Noteholders, to pay principal on the Notes in an amount equal to the amount by which the Note Balance of the Class A Notes as of the prior Principal Payment Date (or as of the Closing Date in the case of the first Payment Date) exceeds the Pool Balance at the end of the related Collection Period, in the priority described in Section 3.9(d); provided, that on and after the Maturity Date for each class of Class A Notes, this amount will equal the Note Balance of that Class of Class A Notes until paid in full; Seventh to pay accrued and unpaid interest on the Class B NotesAmount; Eighth to pay principal on the Notes in an amount equal Noteholders, reimbursement for any indemnity payments the Noteholders may have elected to make to the amount by which the Note Balance of the Class A and Class B Notes as of the prior Payment Date (or as of the Closing Date in the case of the first Payment Date) (after giving effect to the payments made pursuant to priority Sixth above) exceeds the Pool Balance at the end of the related Collection Period, in the priority described in Section 3.9(d); provided, that on and after the Maturity Date for the Class B Notes, this amount will equal the Note Balance of the Class B Notes until paid in fullIndenture Trustee; Ninth to the Reserve Account, an amount equal to the excess of the Required Reserve Account Amount over the remaining balance in the Reserve Account after giving effect to any payments made on such Payment Date; Tenth to pay (a) prior to the occurrence and continuation of a Trigger Event, the Scheduled Investor Principal Amount or (b) during the continuation of a Trigger Event, all remaining amounts, if any, in each case, as payments of principal on each Class of Notes in the priority specified in Section 3.9(d) (after giving effect to the payments made pursuant to priorities Sixth and Eighth above); Eleventh to the Indenture Trustee, Back-Up Servicer, Custodian and Owner Trustee all amounts due and not paid pursuant to priority clause Fourth by reason of the limitation in such clause, pro rata, based on the amounts due and not paid; and Twelfth Tenth to the Certificateholder, all any remaining amounts, if any.
(b) Following the acceleration of the entire unpaid principal amount of the Notes after the occurrence of an Event of Default, the proceeds of the liquidation of the Collateral and any amounts on deposit in the Reserve Account will be deposited into the Collection Account, and all amounts on deposit in the Collection Account will be distributed in the following priority on the related Payment Date: First to the Servicer, any unreimbursed Servicer Advances in respect of a prior Collection Period; Second if a successor servicer has been appointed, or if the Back-Up Servicer has assumed the duties of the Servicer, to the successor servicer or the Back-Up Servicer, as applicable, the reasonable costs and expenses associated with the appointment of such successor servicer and the transition relating thereto; Third to the Servicer, the Servicing Fee then due, together with any accrued and unpaid Servicing Fees from prior Collection Periods; Fourth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due, (i) first, the Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees then due, together with any unpaid Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees from prior Collection Periods and (ii) second, expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian; provided, that following the acceleration of the maturity of the Notes after the occurrence of an Event of Default described in Section 7.1(d) or (e), such expenses and indemnities shall not exceed, with respect to the Indenture Trustee, $300,000 per annum and with respect to the Back-Up Servicer, Owner Trustee and Custodian, $100,000 per party per annum (with the Back-up Servicer and Custodian deemed to be one party for purposes of this priority Fourth for so long as one person is serving in both such capacities); Fifth to pay accrued and unpaid interest on the Class A Notes ratably based on the amount of accrued and unpaid interest due and owing on the Class A-1 Notes and Class A-2 Notes; Sixth to pay accrued and unpaid interest on the Class B Notes; Seventh to pay principal on the Notes in the priority described in Section 3.9(d); Eighth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due and not paid above, all amounts due and not paid pursuant to priority Fourth above by reason of any limitation in such clause; and Ninth to the Certificateholder, all remaining amounts, if any.
(c) All amounts payable by the Issuer under this Indenture and the other Transaction Documents shall be subject to, and all funds available to the Issuer shall be applied in accordance with, the priorities set forth in Section 4.5(a) and (b), provided, however, that the foregoing provision shall not affect or constitute a waiver of any Event of Default if such funds are insufficient to pay in full when due any amount which is payable by the Issuer hereunder or under any other Transaction Document.
Appears in 1 contract
Sources: Indenture (Commercial Credit, Inc.)
Priority of Distribution. (a) Prior to the occurrence of an Event of Default and an acceleration of the entire unpaid principal amount of the Notes and so long as the Indenture Trustee has received the Servicer Report by the related Determination Date or, in any event, not later than the opening of business on the related Payment Date, the Indenture Trustee, based on information contained in the most recent Servicer Report, will make the following withdrawals from the Collection Account on such Payment Date and make deposits and payments on each Payment Date, to the extent of Available Amounts on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): First to the Servicer, any unreimbursed Servicer Advances, as defined in Section 3.6 of the Sale and Servicing Agreement, in respect of a prior Collection Period; Second if a successor servicer is being appointed, or if the Back-Up Servicer is assuming the duties of the Servicer, to the successor servicer or the Back-Up Servicer, as applicable, the costs and expenses associated with the appointment of such successor servicer and the transition relating thereto (which amount shall not, taken in the aggregate with all other amounts withdrawn for such purpose, exceed $50,000 in aggregate for the life of the transaction); Third to the Servicer, (i) the Servicing Fee then due, together with any accrued and unpaid Servicing Fees from prior Collection Periods and (ii) expenses of the Servicer, such expenses not to exceed $50,000 in the aggregate for the life of the transaction; Fourth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due, (i) the Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees then due, together with any unpaid Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees from prior Collection Periods and (ii) expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, such expenses and indemnities not to exceed, $100,000 per party per annum (with the Back-Up Servicer and Custodian deemed to be one party for purposes of this priority Fourth for so long as one Person is serving in both such capacities); Fifth to pay accrued and unpaid interest on the Class A Notes ratably based on the amount of accrued and unpaid interest due and owing on the Class A-1 and Class A-2 Notes on such Payment Date; Sixth to pay principal on the Notes in an amount equal to the amount by which the Note Balance of the Class A Notes as of the prior Payment Date (or as of the Closing Date in the case of the first Payment Date) exceeds the Pool Balance at the end of the related Collection Period, in the priority described in Section 3.9(d); provided, that on and after the Maturity Date for each class of Class A Notes, this amount will equal the Note Balance of that Class of Class A Notes until paid in full; Seventh to pay accrued and unpaid interest on the Class B Notes; Eighth to pay principal on the Notes in an amount equal to the amount by which the Note Balance of the Class A and Class B Notes as of the prior Payment Date (or as of the Closing Date in the case of the first Payment Date) (after giving effect to the payments made pursuant to priority Sixth above) exceeds the Pool Balance at the end of the related Collection Period, in the priority described in Section 3.9(d); provided, that on and after the Maturity Date for the Class B Notes, this amount will equal the Note Balance of the Class B Notes until paid in full; Ninth to the Reserve Account, an amount equal to the excess of the Required Reserve Account Amount over the remaining balance in the Reserve Account after giving effect to any payments made on such Payment Date; Tenth to pay (a) prior to the occurrence and continuation of a Trigger Event, the Scheduled Investor Principal Amount or (b) during the continuation of a Trigger Event, all remaining amounts, if any, in each case, as payments of principal on each Class of Notes in the priority specified in Section 3.9(d) (after giving effect to the payments made pursuant to priorities Sixth and Eighth above); Eleventh to the Indenture Trustee, Back-Up Servicer, Custodian and Owner Trustee all amounts due and not paid pursuant to priority Fourth by reason of the limitation in such clause, pro rata, based on the amounts due and not paid; and Twelfth to the Certificateholder, all remaining amounts, if any.
(b) Following the acceleration of the entire unpaid principal amount of the Notes after the occurrence of an Event of Default, the proceeds of the liquidation of the Collateral and any amounts on deposit in the Reserve Account will be deposited into the Collection Account, and all amounts on deposit in the Collection Account will be distributed in the following priority on the related Payment Date: First to the Servicer, any unreimbursed Servicer Advances in respect of a prior Collection Period; Second if a successor servicer has been appointed, or if the Back-Up Servicer has assumed the duties of the Servicer, to the successor servicer or the Back-Up Servicer, as applicable, the reasonable costs and expenses associated with the appointment of such successor servicer and the transition relating thereto; Third to the Servicer, the Servicing Fee then due, together with any accrued and unpaid Servicing Fees from prior Collection Periods; Fourth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due, (i) first, the Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees then due, together with any unpaid Indenture Trustee Fees, Back-Up Servicing Fees, Owner Trustee Fees and Custodian Fees from prior Collection Periods and (ii) second, expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian; provided, that following the acceleration of the maturity of the Notes after the occurrence of an Event of Default described in Section 7.1(d) or (e), such expenses and indemnities shall not exceed, with respect to the Indenture Trustee, $300,000 per annum and with respect to the Back-Up Servicer, Owner Trustee and Custodian, $100,000 per party per annum (with the Back-up Servicer and Custodian deemed to be one party for purposes of this priority Fourth for so long as one person is serving in both such capacities); Fifth to pay accrued and unpaid interest on the Class A Notes ratably based on the amount of accrued and unpaid interest due and owing on the Class A-1 Notes and Class A-2 Notes; Sixth to pay accrued and unpaid interest on the Class B Notes; Seventh to pay principal on the Notes in the priority described in Section 3.9(d); Eighth to the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, expenses and indemnities of the Indenture Trustee, Back-Up Servicer, Owner Trustee and Custodian, pro rata based on the amounts so due and not paid above, all amounts due and not paid pursuant to priority Fourth above by reason of any limitation in such clause; and Ninth to the Certificateholder, all remaining amounts, if any.
(c) All amounts payable by the Issuer under this Indenture and the other Transaction Documents shall be subject to, and all funds available to the Issuer shall be applied in accordance with, the priorities set forth in Section 4.5(a) and (b), provided, however, that the foregoing provision shall not affect or constitute a waiver of any Event of Default if such funds are insufficient to pay in full when due any amount which is payable by the Issuer hereunder or under any other Transaction Document.;
Appears in 1 contract
Sources: Indenture (Commercial Credit, Inc.)