Priority of Payments Clause Samples
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Priority of Payments. (a) Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents) shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other compensation payable to it thereunder (including without limitation, any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees and Penalty Charges (to the extent provided in the immediately following paragraph) but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Master Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, which such excess sh...
Priority of Payments. Section 5.1 [Reserved].
Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority:
(i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year;
(ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement;
(iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes;
(iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period;
(v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes;
(vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period;
(vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes;
(viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effec...
Priority of Payments. Except as otherwise provided for in Section 9.14, the Borrower shall apply all funds held in the Surplus Account on any Business Day (except in the case of item Thirteenth), without duplication, in the following order of priority (the “Priority of Payments”):
(a) First, for the payment of any Taxes or provisions for Taxes and other governmental charges due and payable by the Borrower as of such date;
(b) Second, to the extent the Market Value of the assets held in the Regulatory Account is less than $250,000, for the payment of Cash or Cash Equivalents in an amount equal to the excess of $250,000 over such Market Value;
(c) Third, to the extent amounts drawn under any Letter of Credit are in excess of the actual amounts required for Permitted Purposes (as such term is defined in the Reinsurance Agreement) or are subsequently determined pursuant to Section 7.3(c) of the Reinsurance Agreement not to be due under the Reinsurance Agreement, for the payment of that portion of the Borrower’s obligations due and payable by the Borrower as of such date consisting of (i) unpaid interest at the Drawn Rate on all LOC Reimbursement Obligations with respect to such amounts drawn, and (ii) after all such unpaid interest has been paid in full, unpaid principal of all LOC Reimbursement Obligations with respect to such amounts drawn;
(d) Fourth, for the payment of any amounts due and payable by the Borrower to the Ceding Company under, and subject to the terms of, the Reinsurance Agreement as of such date (including any deposits to the Reinsurance Trust Account required in accordance with the terms of the Reinsurance Agreement);
(e) Fifth, for the payment of any Third Party Expenses incurred directly by the Borrower that are due and payable on such date;
(f) Sixth, for the payment of Utilization Fees that are due and payable by the Borrower to the Issuing Lender as of such date;
(g) Seventh, to the extent not otherwise contemplated in item Third above, for the payment of that portion of the Borrower’s obligations that are due and payable as of such date under this Agreement consisting of unpaid principal of the LOC Reimbursement Obligations and interest at the Drawn Rate on all LOC Reimbursement Obligations; provided, that payment of such LOC Reimbursement Obligations shall only be made to the extent that (i) the Borrower’s Total Adjusted Capital will equal or exceed [****] percent ([****]%) of the Borrower’s Company Action Level Risk Based Capital after giving effect to s...
Priority of Payments. Amounts owing to the Custodian hereunder shall be payable in accordance with the Priority of Payments.
Priority of Payments. (a) So long as no Event of Default has occurred and is continuing, any collections received in respect of the Mortgage Loan or the Mortgaged Property will be applied to the Notes in accordance with the Mortgage Loan Agreement and the Lead Securitization Servicing Agreement.
(b) If an Event of Default has occurred and is continuing, all amounts collected by or on behalf of the Lead Securitization Trust in respect of the Mortgage Loan or the Mortgaged Property, including without limitation, liquidation proceeds, condemnation proceeds or insurance proceeds shall be applied in the following order of priority:
(i) first, to reimburse the Master Servicer and the Trustee for any unreimbursed Nonrecoverable Advances that are Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property and interest thereon at the Advance Rate;
(ii) second, to first reimburse the Note A Holders for any unreimbursed Nonrecoverable Advances that are P&I Advances on the A Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis, then to reimburse the Note B Holders for any Nonrecoverable Advances that are P&I Advances on the B Notes and interest thereon at the Advance Rate, on a Pro Rata and Pari Passu Basis;
(iii) third, to reimburse or pay the Master Servicer, the Trustee for any unreimbursed Servicing Advances and Administrative Advances relating to the Mortgage Loan and the Mortgaged Property plus interest accrued thereon at the Advance Rate and any Trust Fund Expenses, including without limitation, any unpaid special servicing fees, liquidation fees and workout fees relating to the Mortgage Loan;
(iv) fourth, to pay to the Note A Holders accrued and unpaid interest on the A Notes (other than Default Interest) that was not included in the amount of P&I Advances on the A Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;
(v) fifth, to pay to the Note A Holders any interest accrued on P&I Advances on the A Notes on a Pro Rata and Pari Passu Basis;
(vi) sixth, to pay to the Note B Holders accrued and unpaid interest on the B Notes (other than Default Interest) that was not included in the amount of P&I Advances on the B Notes reimbursed pursuant to clause (ii) above, on a Pro Rata and Pari Passu Basis;
(vii) seventh, to pay to the Note B Holders any interest accrued on P&I Advances on the B Notes on a Pro Rata and Pari Passu Basis;
(viii) eighth, to pay to the Note A Holders the Note ...
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (each date set forth in clauses (y) and (z) above, an "Additional Payment Date"), the Collateral Agent shall distribute all amounts in the Collection Account in the following order of priority (the "Priority of Payments"):
(a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S. $15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Intermediary hereunder (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(c) to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due);
(d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an...
Priority of Payments. The Borrower shall instruct in writing (or cause the Collateral Manager to instruct in writing) the Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions of this Agreement.
Priority of Payments. It shall instruct the Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions of this Agreement.
Priority of Payments. Each D Note and the right of the related holders to receive payments of interest, principal and other amounts with respect to each D Note, respectively, shall at all times be junior, subject and subordinate to each C Note and the right of the related holder to receive payments of interest, principal and other amounts with respect to such C Note, in each case as further described below. Each C Note and the right of the related holders to receive payments of interest, principal and other amounts with respect to each C Note, respectively, shall at all times be junior, subject and subordinate to each B Note and the right of the related holder to receive payments of interest, principal and other amounts with respect to such B Note, in each case as further described below. Each B Note and the right of the related holders to receive payments of interest, principal and other amounts with respect to each B Note, respectively, shall at all times be junior, subject and subordinate to each A Note and the right of the related holder to receive payments of interest, principal and other amounts with respect to such A Note, in each case as further described below. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of monthly payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than (1) proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions, (2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement, (4) Penalty Charges and all amounts that are then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan purs...