Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Net Portfolio Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Net Portfolio Balance, the Purchaser Group Investment of any Purchaser Group and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the sum of the Purchasers’ Total Investment and the Required Reserves, over the Net Portfolio Balance, (D) the excess (if any) of the Purchasers’ Total Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Purchaser Group Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group and (F) the aggregate amount of Investment of the Exiting Purchasers, if any. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date. (ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance at such time, the Purchasers’ Total Investment shall exceed the Purchasers’ Total Commitment, the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zero, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Investment to the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to no more than the Net Portfolio Balance at such time, (C) the Purchaser Group Investment of each Purchaser Group to the Purchaser Group Commitment of each such Purchaser Group and (D) the aggregate Investment of all Exiting Purchasers to zero, subject, however, to Section 1.3(c)(iii). (iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Investment and the Required Reserves at such time exceeds the Net Portfolio Balance at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess. (iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group all other Collections on all Pool Receivables, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 5 contracts
Sources: Receivables Purchase Agreement (C. H. Robinson Worldwide, Inc.), Receivables Purchase Agreement (C. H. Robinson Worldwide, Inc.), Receivables Purchase Agreement (C. H. Robinson Worldwide, Inc.)
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Portfolio Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Portfolio Receivables Pool Balance, the Net Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of any each Purchaser Group Group, the Loan Investment Base, the Receivables Investment Base and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves, over the Net Portfolio BalanceLoan Investment Base, (D) the excess (if any) of the Purchasers’ Total Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Purchaser Group Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group and (F) the aggregate amount of Investment each of the Exiting Purchasers, if anycomponents of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base, the Total Investment at such time, the Purchasers’ Total Investment time shall exceed the Purchasers’ Total Commitment, Commitment or the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zeroGroup, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Investment to no more than the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ aggregate Total Investment and the Required Reserves at such time to no more than the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base at such time, time and (C) the Purchaser Group Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group and (D) the aggregate Investment of all Exiting Purchasers to zeroGroup, subject, however, to Section 1.3(c)(iii)as applicable.
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Purchasers’ Total Loan Investment Base and the Required Reserves at such time exceeds the Net Portfolio Balance Receivables Investment Base at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool ReceivablesAssets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 2 contracts
Sources: Omnibus Amendment (CHS Inc), Receivables Purchase Agreement (CHS Inc)
Settlement Computations. (i) i. Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Portfolio Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Portfolio Receivables Pool Balance, the Net Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of any each Purchaser Group Group, the Loan Investment Base, the Receivables Investment Base and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves, over the Net Portfolio BalanceLoan Investment Base, (D) the excess (if any) of the Purchasers’ Total Committed Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Total Uncommitted Investment, over the Purchasers’ Total Uncommitted Amount, (F) the excess (if any) of the Purchaser Group Committed Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group, (G) the excess (if any) of the Purchaser Group Uncommitted Investment of each Purchaser Group, over each such Purchaser Group’s Uncommitted Amount and (FH) the aggregate amount of Investment each of the Exiting Purchasers, if anycomponents of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment, Purchaser Group Committed Investment or Purchaser Group Investment, as applicable) for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) . If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base, the Total Committed Investment at such time, the Purchasers’ Total Investment time shall exceed the Purchasers’ Total Commitment, the Total Uncommitted Investment at such time shall exceed the Purchasers’ Total Uncommitted Amount, the Purchaser Group Committed Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Purchaser Group Uncommitted Investment of Exiting Purchasers any Purchaser Group shall exceed zeroany Purchaser Group’s Uncommitted Amount, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Committed Investment to no more than the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ Total Uncommitted Investment and the Required Reserves at such time to no more than the Net Portfolio Balance Purchasers’ Total Uncommitted Amount, (C) the aggregate Total Investment to no more than the sum of the Receivables Investment Base and the Loan Investment Base at such time, (CD) the Purchaser Group Committed Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group and Group, (DE) the aggregate Purchaser Group Uncommitted Investment of all Exiting Purchasers each Purchaser Group to zerono more than such Purchaser Group’s Uncommitted Amount, subject, however, to Section 1.3(c)(iii)as applicable.
(iii) . The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Purchasers’ Total Loan Investment Base and the Required Reserves at such time exceeds the Net Portfolio Balance Receivables Investment Base at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess.
(iv) . In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool ReceivablesAssets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Sources: Omnibus Amendment (CHS Inc)
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Portfolio Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Portfolio Receivables Pool Balance, the Net Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of any each Purchaser Group Group, the Loan Investment Base, the Receivables Investment Base and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves, over the Net Portfolio BalanceLoan Investment Base, (D) the excess (if any) of the Purchasers’ Total Committed Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Total Uncommitted Investment, over the Purchasers’ Total Uncommitted Amount, (F) the excess (if any) of the Purchaser Group Committed Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group, (G) the excess (if any) of the Purchaser Group Uncommitted Investment of each Purchaser Group, over each such Purchaser Group’s Uncommitted Amount and (FH) the aggregate amount of Investment each of the Exiting Purchasers, if anycomponents of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in 753697831 accordance with such Section) will be paid to the applicable Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment, Purchaser Group Committed Investment or Purchaser Group Investment, as applicable) for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base, the Total Committed Investment at such time, the Purchasers’ Total Investment time shall exceed the Purchasers’ Total Commitment, the Total Uncommitted Investment at such time shall exceed the Purchasers’ Total Uncommitted Amount, the Purchaser Group Committed Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Purchaser Group Uncommitted Investment of Exiting Purchasers any Purchaser Group shall exceed zeroany Purchaser Group’s Uncommitted Amount, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Committed Investment to no more than the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ Total Uncommitted Investment and the Required Reserves at such time to no more than the Net Portfolio Balance Purchasers’ Total Uncommitted Amount, (C) the aggregate Total Investment to no more than the sum of the Receivables Investment Base and the Loan Investment Base at such time, (CD) the Purchaser Group Committed Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group and Group, (DE) the aggregate Purchaser Group Uncommitted Investment of all Exiting Purchasers each Purchaser Group to zerono more than such Purchaser Group’s Uncommitted Amount, subject, however, to Section 1.3(c)(iii)as applicable.
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Purchasers’ Total Loan Investment Base and the Required Reserves at such time exceeds the Net Portfolio Balance Receivables Investment Base at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool ReceivablesAssets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Total Investment of each Purchaser Group, the Required Reserves, Reserves and the Net Portfolio Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Net Portfolio Pool Balance, the Purchaser Group Total Investment of any Purchaser each Group and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the sum Asset Interest (expressed as a percentage of the Purchasers’ Total Investment and the Required ReservesNet Pool Balance), over the Net Portfolio Balance100%, (D) the excess (if any) of the Purchasers’ Total Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Purchaser Group Investment of each Purchaser Groupany Purchaser’s Investment, over the Purchaser Group its Commitment of each such Purchaser Group and (F) the aggregate amount of Investment of the Exiting Purchasers, if anypayable to any Amortizing Purchaser. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Pool Balance at such time, or the Purchasers’ Total Investment or any Purchaser’s Investment shall exceed the Purchasers’ Total Commitment, Commitment or the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers its related Committed Purchaser, respectively, Servicer shall exceed zero, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof Agent, and on the Settlement Date for such Settlement Period (iior during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement or while any Unmatured Event of Default is continuing, within one (1) immediately Business Day), Servicer shall pay to the applicable Purchaser Agents Agent for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period related Settlement Period attributable to all Rate Tranches and not previously paid to such Purchaser AgentsAgent) the amount necessary to reduce (unless the Seller has irrevocably reduced the Stated Amount of the applicable Letters of Credit so that none of the circumstances described above are continuing) (A) the Purchasers’ Total Investment to the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to no more than the Net Portfolio Pool Balance at such time, and (C) any affected Purchaser’s Investment to no more than the Purchaser Group Investment of each Purchaser Group to the Purchaser Group Commitment of each such Purchaser Group and (D) the aggregate Investment of all Exiting Purchasers to zeroits related Committed Purchaser, subject, however, to the proviso to Section 1.3(c)(iii).
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer to the extent of Collections applied to Reinvestment under Section 1.3 during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Investment and the Required Reserves at such time exceeds the Net Portfolio Pool Balance at such time, Master Servicer shall immediately pay to each the applicable Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i1.3(a)(ii), an amount equal to such excess.. 28 Mylan
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or Period, after the occurrence of an any Event of Termination Default that has not been waived in accordance with the terms of this AgreementAgreement or while any Unmatured Event of Default is continuing, Master Servicer shall pay to each the applicable Purchaser Agent or the Ratable Share of its Purchaser Group applicable LOC Issuer, as applicable, all other Collections on all Pool Receivables, whether or not required to be set aside pursuant to Section 1.3 1.3, on the dates specified pursuant Settlement Date for each Settlement Period, for application by the related Purchaser Agent in an amount not exceeding all amounts payable hereunder or under the other Transaction Documents to Section 1.3(c)the Purchasers, the LOC Issuer, the Purchaser Agents, Agent, the Affected Parties and the Indemnified Parties.
Appears in 1 contract
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Portfolio Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Portfolio Receivables Pool Balance, the Net Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of any each Purchaser Group Group, the Loan Investment Base, the Receivables Investment Base and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves, over the Net Portfolio BalanceLoan Investment Base, (D) the excess (if any) of the Purchasers’ Total Committed Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Total Uncommitted Investment, over the Purchasers’ Total Uncommitted Amount, (F) the excess (if any) of the Purchaser Group Committed Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group, (G) the excess (if any) of the Purchaser Group Uncommitted Investment of each Purchaser Group, over each such Purchaser Group’s Uncommitted Amount and (FH) the aggregate amount of Investment each of the Exiting Purchasers, if anycomponents of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment, Purchaser Group Committed Investment or Purchaser Group Investment, as applicable) for the benefit of the applicable Purchasers in its 749037980 Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base, the Total Committed Investment at such time, the Purchasers’ Total Investment time shall exceed the Purchasers’ Total Commitment, the Total Uncommitted Investment at such time shall exceed the Purchasers’ Total Uncommitted Amount, the Purchaser Group Committed Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Purchaser Group Uncommitted Investment of Exiting Purchasers any Purchaser Group shall exceed zeroany Purchaser Group’s Uncommitted Amount, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Committed Investment to no more than the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ Total Uncommitted Investment and the Required Reserves at such time to no more than the Net Portfolio Balance Purchasers’ Total Uncommitted Amount, (C) the aggregate Total Investment to no more than the sum of the Receivables Investment Base and the Loan Investment Base at such time, (CD) the Purchaser Group Committed Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group and Group, (DE) the aggregate Purchaser Group Uncommitted Investment of all Exiting Purchasers each Purchaser Group to zerono more than such Purchaser Group’s Uncommitted Amount, subject, however, to Section 1.3(c)(iii)as applicable.
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Purchasers’ Total Loan Investment Base and the Required Reserves at such time exceeds the Net Portfolio Balance Receivables Investment Base at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool ReceivablesAssets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before On each Reporting Date, Master the Servicer shall computeinclude in the Information Package calculations, as of the most recent Cut-Off Date for the related Settlement Period, and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool ReceivablesReceivables in each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool, the aggregate Purchaser’s Pool Investments for the Combined Receivable Pools, the aggregate ISC Conditional Unpaid Balance in respect of the ISC Receivable Pool, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser GroupGroup for each of the SCC Receivable Pool and the Combined Receivable Pools, the Required ReservesReserves for each Receivable Pool, the Net Portfolio Balance for each Receivable Pool, and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required ReservesReserves for each Receivable Pool, the Net Portfolio BalanceBalance for each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool and in the aggregate for the Combined Receivable Pools, the Purchaser Group Investment for each Receivable Pool and in the aggregate for the Combined Receivable Pools of any Purchaser Group Group, and the Purchasers’ Total Investment since the immediately preceding Cut-Off DateDate immediately preceding the Cut-Off Date for the most recently ended Settlement Period, (C) the excess (if any) of the sum of the Purchasers’ Total Pool Investment for each Receivable Pool and the Required ReservesReserves for such Receivable Pool, over the Net Portfolio BalanceBalance for such Receivable Pool, (D) the excess (if any) of the Purchasers’ Total InvestmentPool Investment in respect of the SCC Receivable Pool, over the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (E) the excess (if any) of the aggregate Purchasers’ Pool Investments in respect of the Combined Receivable Pools, over the Purchasers’ Pool Commitment in respect of the Combined Receivable Pools, (F) the excess (if any) of the Purchaser Group Investment in respect of the SCC Receivable Pool of each Purchaser Group, over the Purchaser Group Commitment in respect of such Receivable Pool of each such Purchaser Group, (G) the excess (if any) of the aggregate Purchaser Group Investments in respect of the Combined Receivable Pools of each Purchaser Group, over the Purchaser Group Commitment in respect of the Combined Receivable Pools of each such Purchaser Group, (H) the then current Cap Reserve Amount and the then current Estimated Cap Deficiency Amount, (FI) the aggregate amount of Cap Payments received since the previous Cut-Off Date, (J) the aggregate Investment of any Exiting Purchasers in respect of each Receivable Pool, (K) in respect of each of the Exiting PurchasersReceivable Pools which comprise the Combined Receivable Pools, if anyeach such Receivable Pool’s Pro Rata Share of the excess amounts under clause (E) and clause (G) above, and (L) the aggregate Early Termination Lease Dilution Amounts for the preceding Settlement Period. Such calculations shall be based upon the assumption that Collections in respect of each Receivable Pool set aside pursuant to Section 1.3(b) 1.3 (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Proportionate Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, in respect of a Receivable Pool, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum if any Pool Deficiency Amount exists in respect of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance at such timea Receivable Pool, the Purchasers’ Total Investment shall exceed the Purchasers’ Total Commitment, the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zero, Master Servicer shall, on behalf of Sellerthe Sellers, (i) promptly notify Administrative the Collateral Agent and each Purchaser the Administrative Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent from Collections in respect of Collections such Receivable Pool received during the applicable period and not previously paid to such Purchaser Agents, which have been set aside in respect of the Pool Deficiency Amount in respect of such Receivable Pool in accordance with Section 1.3, (the “Available Pool Deficiency Amount”) the amount necessary to reduce the Pool Deficiency Amount to zero. The Servicer shall apply such Available Pool Deficiency Amount in respect of a Receivable Pool in the following order: (i) first, to reduce the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of such Receivable Pool to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, (ii) second, (x) in respect of the SCC Receivable Pool, to reduce the Purchasers’ Pool Investment in respect of the SCC Receivable Pool to an amount equal to the Purchasers’ Pool Commitment in respect of the SCC Receivable Pool, and (y) in respect of a Receivable Pool which comprises one of the Combined Receivable Pools, to reduce the aggregate Purchasers’ Pool Investment in respect of such Receivable Pool to an amount equal to such Receivable Pool’s Pro Rata Share of the product of (A) the Purchasers’ Total Investment to Pool Commitment in respect of the Purchasers’ Total CommitmentCombined Receivable Pools, and (B) a fraction, expressed as a percentage, the sum numerator of which is the Purchaser’s Pool Investments relating to such Receivable Pool, and the denominator of which is the aggregate Purchasers’ Pool Investment relating to all of the Purchasers’ Total Investment and Receivable Pools which comprise the Required Reserves at such time to no more than the Net Portfolio Balance at such timeCombined Receivable Pools, (Ciii) the Purchaser Group Investment of each Purchaser Group third, to the Purchaser Group Commitment of each such Purchaser Group and (D) reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers to zero, subjectand (iv) fourth, howeveron a pro rata basis, the remaining Available Pool Deficiency Amount, to the other applications for which such Available Pool Deficiency Amount was set aside in accordance with Section 1.3(c)(iii1.3; provided, that the reduction in the aggregate Investment in respect of any Receivable Pool which comprises a portion of the Combined Receivable Pools pursuant to this Section 3.1(c)(ii) shall be equal to the amount of the Collections in respect of such Receivable Pool set aside for such purpose pursuant to Section 1.3(a)(ii).
(iii) The payment payments described in clause (ii) of this Section 3.1(c) shall be made out of amounts the Available Pool Deficiency Amount relating to such Receivable Pool set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller the Sellers hereby agrees agree to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master the Servicer (for distribution by the Servicer to the Purchaser Agents for the benefit of the applicable Purchasers in accordance with Section 3.1(c)(ii)) during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of a Receivable Pool at such time exceeds the Net Portfolio Balance of such Receivable Pool at such time, Master the Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group in respect of such Receivable Pool at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i)1.3, an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event, or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, Master the Servicer shall pay to each Purchaser Agent the Ratable Proportionate Share of its Purchaser Group of all other Collections on all Pool Receivables, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before On each Reporting Date, Master the Servicer shall computeinclude in the Information Package calculations, as of the most recent Cut-Off Date for the related Settlement Period, and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool ReceivablesReceivables in each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool, the aggregate ISC Conditional Unpaid Balance in respect of the ISC Receivable Pool, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser GroupGroup for each Receivable Pool, the Required ReservesReserves for each Receivable Pool, the Net Portfolio Balance for each Receivable Pool and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required ReservesReserves for each Receivable Pool, the Net Portfolio BalanceBalance for each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool, the Purchaser Group Investment for each Receivable Pool of any Purchaser Group and the Purchasers’ Total Investment since the immediately preceding Cut-Off DateDate immediately preceding the Cut-Off Date for the most recently ended Settlement Period, (C) the excess (if any) of the sum of the Purchasers’ Total Pool Investment for each Receivable Pool and the Required ReservesReserves for such Receivable Pool, over the Net Portfolio BalanceBalance for such Receivable Pool, (D) the excess (if any) of the Purchasers’ Total InvestmentPool Investment in respect of such Receivable Pool, over the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (E) the excess (if any) of the Purchaser Group Investment in respect of such Receivable Pool of each Purchaser Group, over the Purchaser Group Commitment in respect of such Receivable Pool of each such Purchaser Group and Group, (F) the then current Cap Reserve Amount and the then current Estimated Cap Deficiency Amount, (G) the aggregate amount of Cap Payments received since the previous Cut-Off Date, and (H) the aggregate Investment of the any Exiting Purchasers, if anyPurchasers in respect of each Receivable Pool. Such calculations shall be based upon the assumption that Collections in respect of each Receivable Pool set aside pursuant to Section 1.3(b) 1.3 (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, in respect of a Receivable Pool, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of any Receivable Pool at such time shall exceed exceeds the Net Portfolio Balance for such Receivable Pool at such time, the Purchasers’ Total Pool Investment shall exceed in respect of such Receivable Pool exceeds the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, the Purchaser Group Investment of any Purchaser Group shall exceed in respect of such Receivable Pool exceeds the Purchaser Group Commitment in respect of such Receivable Pool of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zero, Master the Servicer shall, on behalf of Sellerthe Sellers, (i) promptly notify Administrative the Collateral Agent and each Purchaser Agent the Administrative Agents thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent from Collections in respect of Collections such Receivable Pool received during the applicable period and not previously paid to such Purchaser Agents, which have been set aside in respect of the Pool Deficiency Amount in respect of such Receivable Pool in accordance with Section 1.3, (the “Available Pool Deficiency Amount”) the amount necessary to reduce (A) the Purchasers’ Total Pool Investment in respect of such Receivable Pool to the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (B) the sum of the Purchasers’ Total Pool Investment and the Required Reserves at such time to no more than the Net Portfolio Balance at such time, (C) the Purchaser Group Investment of each Purchaser Group in respect of such Receivable Pool to the Purchaser Group Commitment of each such Purchaser Group in respect of such Receivable Pool and (D) the aggregate Investment of all Exiting Purchasers to zero, subject, however. The Servicer shall apply such Available Pool Deficiency Amount in respect of a Receivable Pool in the following order: (i) first, to reduce the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of such Receivable Pool to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, (ii) second, to reduce the sum of the Purchaser’s Pool Investment in respect of such Receivable Pool, to an amount equal to the Purchasers’ Pool Commitment in respect of such Receivable Pool, (iii) third, to reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers to zero, and (iv) fourth, on a pro rata basis, the remaining Available Pool Deficiency Amount, to the other applications for which such Available Pool Deficiency Amount was set aside in accordance with Section 1.3(c)(iii)1.3.
(iii) The payment payments described in clause (ii) of this Section 3.1(c) shall be made out of amounts the Available Pool Deficiency Amount relating to such Receivable Pool set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller the Sellers hereby agrees agree to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master the Servicer (for distribution by the Servicer to the Purchaser Agents for the benefit of the applicable Purchasers in accordance with Section 3.1(c)(ii)) during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of a Receivable Pool at such time exceeds the Net Portfolio Balance of such Receivable Pool at such time, Master the Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group in respect of such Receivable Pool at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i)1.3, an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, Master the Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool Receivables, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Total Investment of each Purchaser Group, the Required Reserves, Reserves and the Net Portfolio Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Net Portfolio Pool Balance, the Purchaser Group Total Investment of any Purchaser each Group and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the sum Asset Interest (expressed as a percentage of the Purchasers’ Total Investment and the Required ReservesNet Pool Balance), over the Net Portfolio Balance100%, (D) the excess (if any) of the Purchasers’ Total Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Purchaser Group Investment of each Purchaser Groupany Purchaser’s Investment, over the Purchaser Group its Commitment of each such Purchaser Group and (F) the aggregate amount of Investment of the Exiting Purchasers, if anypayable to any Amortizing Purchaser. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Pool Balance at such time, or the Purchasers’ Total Investment or any Purchaser’s Investment shall exceed the Purchasers’ Total Commitment, Commitment or the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers its related Committed Purchaser, respectively, Servicer shall exceed zero, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof Agent, and on the Settlement Date for such Settlement Period (iior during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement or while any Unmatured Event of Default is continuing, within one (1) immediately Business Day), Servicer shall pay to the applicable Purchaser Agents Agent for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period related Settlement Period attributable to all Rate Tranches and not previously paid to such Purchaser AgentsAgent) the amount necessary to reduce (unless the Seller has irrevocably reduced
(A) the Purchasers’ Total Investment to the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to no more than the Net Portfolio Pool Balance at such time, and (C) any affected Purchaser’s Investment to no more than the Purchaser Group Investment of each Purchaser Group to the Purchaser Group Commitment of each such Purchaser Group and (D) the aggregate Investment of all Exiting Purchasers to zeroits related Committed Purchaser, subject, however, to the proviso to Section 1.3(c)(iii).
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer to the extent of Collections applied to Reinvestment under Section 1.3 during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Investment and the Required Reserves at such time exceeds the Net Portfolio Pool Balance at such time, Master Servicer shall immediately pay to each the applicable Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i1.3(a)(ii), an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or Period, after the occurrence of an any Event of Termination Default that has not been waived in accordance with the terms of this AgreementAgreement or while any Unmatured Event of Default is continuing, Master Servicer shall pay to each the applicable Purchaser Agent or the Ratable Share of its Purchaser Group applicable LOC Issuer, as applicable, all other Collections on all Pool Receivables, whether or not required to be set aside pursuant to Section 1.3 1.3, on the dates specified pursuant Settlement Date for each Settlement Period, for application by the related Purchaser Agent in an amount not exceeding all amounts payable hereunder or under the other Transaction Documents to Section 1.3(c)the Purchasers, the LOC Issuer, the Purchaser Agents, Agent, the Affected Parties and the Indemnified Parties.
Appears in 1 contract
Settlement Computations. (i) Before On each Reporting Date, Master the Servicer shall computeinclude in the Information Package calculations, as of the most recent Cut-Off Date for the related Settlement Period, and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool ReceivablesReceivables in each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool, the aggregate ISC Conditional Unpaid Balance in respect of the ISC Receivable Pool, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser GroupGroup for each Receivable Pool, the Required ReservesReserves for each Receivable Pool, the Net Portfolio Balance for each Receivable Pool and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required ReservesReserves for each Receivable Pool, the Net Portfolio BalanceBalance for each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool, the Purchaser Group Investment for each Receivable Pool of any Purchaser Group and the Purchasers’ Total Investment since the immediately preceding Cut-Off DateDate immediately preceding the Cut-Off Date for the most recently ended Settlement Period, (C) the excess (if any) of the sum of the Purchasers’ Total Pool Investment for each Receivable Pool and the Required ReservesReserves for such Receivable Pool, over the Net Portfolio BalanceBalance for such Receivable Pool, (D) the excess (if any) of the Purchasers’ Total InvestmentPool Investment in respect of such Receivable Pool , over the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (E) the excess (if any) of the Purchaser Group Investment in respect of such Receivable Pool of each Purchaser Group, over the Purchaser Group Commitment in respect of such Receivable Pool of each such Purchaser Group and Group, (F) the then current ISC Cap Reserve Amount and the then current Estimated ISC Cap Deficiency Amount, (G) the aggregate amount of Cap Payments received since the previous Cut-Off Date, and (H) the aggregate Investment of the any Exiting Purchasers, if anyPurchasers in respect of each Receivable Pool. Such calculations shall be based upon the assumption that Collections in respect of each Receivable Pool set aside pursuant to Section 1.3(b) 1.3 (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, in respect of a Receivable Pool, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of any Receivable Pool at such time shall exceed exceeds the Net Portfolio Balance for such Receivable Pool at such time, the Purchasers’ Total Pool Investment shall exceed in respect of such Receivable Pool exceeds the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, the Purchaser Group Investment of any Purchaser Group shall exceed in respect of such Receivable Pool exceeds the Purchaser Group Commitment in respect of such Receivable Pool of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zero, Master the Servicer shall, on behalf of Sellerthe Sellers, (i) promptly notify Administrative the Collateral Agent and each Purchaser Agent the Administrative Agents thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent from Collections in respect of Collections such Receivable Pool received during the applicable period and not previously paid to such Purchaser Agents, which have been set aside in respect of the Pool Deficiency Amount in respect of such Receivable Pool in accordance with Section 1.3, (the “Available Pool Deficiency Amount”) the amount necessary to reduce (A) the Purchasers’ Total Pool Investment in respect of such Receivable Pool to the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (B) the sum of the Purchasers’ Total Pool Investment and the Required Reserves at such time to no more than the Net Portfolio Balance at such time, (C) the Purchaser Group Investment of each Purchaser Group in respect of such Receivable Pool to the Purchaser Group Commitment of each such Purchaser Group in respect of such Receivable Pool and (D) the aggregate Investment of all Exiting Purchasers to zero, subject, however. The Servicer shall apply such Available Pool Deficiency Amount in respect of a Receivable Pool in the following order: (i) first, to reduce the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of such Receivable Pool to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, (ii) second, to reduce the sum of the Purchaser’s Pool Investment in respect of such Receivable Pool, to an amount equal to the Purchasers’ Pool Commitment in respect of such Receivable Pool, (iii) third, to reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers to zero, and (iv) fourth, on a pro rata basis, the remaining Available Pool Deficiency Amount, to the other applications for which such Available Pool Deficiency Amount was set aside in accordance with Section 1.3(c)(iii)1.3.
(iii) The payment payments described in clause (ii) of this Section 3.1(c) shall be made out of amounts the Available Pool Deficiency Amount relating to such Receivable Pool set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller the Sellers hereby agrees agree to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master the Servicer (for distribution by the Servicer to the Purchaser Agents for the benefit of the applicable Purchasers in accordance with Section 3.1(c)(ii)) during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of a Receivable Pool at such time exceeds the Net Portfolio Balance of such Receivable Pool at such time, Master the Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group in respect of such Receivable Pool at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i)1.3, an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, Master the Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool Receivables, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Portfolio Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Portfolio Receivables Pool Balance, the Net 755931971 16509877 Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of any each Purchaser Group Group, the Loan Investment Base, the Receivables Investment Base and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves, over the Net Portfolio BalanceLoan Investment Base, (D) the excess (if any) of the Purchasers’ Total Committed Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Total Uncommitted Investment, over the Purchasers’ Total Uncommitted Amount, (F) the excess (if any) of the Purchaser Group Committed Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group, (G) the excess (if any) of the Purchaser Group Uncommitted Investment of each Purchaser Group, over each such Purchaser Group’s Uncommitted Amount and (FH) the aggregate amount of Investment each of the Exiting Purchasers, if anycomponents of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment, Purchaser Group Committed Investment or Purchaser Group Investment, as applicable) for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base, the Total Committed Investment at such time, the Purchasers’ Total Investment time shall exceed the Purchasers’ Total Commitment, the Total Uncommitted Investment at such time shall exceed the Purchasers’ Total Uncommitted Amount, the Purchaser Group Committed Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Purchaser Group Uncommitted Investment of Exiting Purchasers any Purchaser Group shall exceed zeroany Purchaser Group’s Uncommitted Amount, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Committed Investment to no more than the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ Total Uncommitted Investment and the Required Reserves at such time to no more than the Net Portfolio Balance Purchasers’ Total Uncommitted Amount, (C) the aggregate Total Investment to no more than the sum of the Receivables Investment Base and the Loan Investment Base at such time, (CD) the Purchaser Group Committed Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group and Group, (DE) the aggregate Purchaser Group Uncommitted Investment of all Exiting Purchasers each Purchaser Group to zerono more than such Purchaser Group’s Uncommitted Amount, subject, however, to Section 1.3(c)(iii)as applicable.
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Purchasers’ Total Loan Investment Base and the Required Reserves at such time exceeds the Net Portfolio Balance Receivables Investment Base at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess.. 755931971 16509877
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group (other than with respect to a Liquidation Period that is solely the result of the occurrence of the Specified Purchase Termination Date, in which case Servicer shall pay to each Purchaser Agent for the related Specified Purchaser its ratable share based on the related Purchaser Group Investment over the aggregate Purchaser Group Investment of all Specified Purchasers as set forth in Section 3.1(d)(vi)(A)) of all other Collections on all Pool ReceivablesAssets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Portfolio Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Portfolio Receivables Pool Balance, the Net Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of any each Purchaser Group Group, the Loan Investment Base, the Receivables Investment Base and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves, over the Net Portfolio BalanceLoan Investment Base, (D) the excess (if any) of the Purchasers’ Total Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Purchaser Group Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group and (F) the aggregate amount of Investment each of the Exiting Purchasers, if anycomponents of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base, the Total Investment at such time, the Purchasers’ Total Investment time shall exceed the Purchasers’ Total Commitment, Commitment or the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zeroGroup, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Investment to no more than the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ aggregate Total Investment and the Required Reserves at such time to no more than the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base at such time, time and (C) the Purchaser Group Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group and (D) the aggregate Investment of all Exiting Purchasers to zeroGroup, subject, however, to Section 1.3(c)(iii)as applicable.
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Purchasers’ Total Loan Investment Base and the Required Reserves at such time exceeds the Net Portfolio Balance Receivables Investment Base at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool ReceivablesAssets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before each Reporting Date, Master Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool Receivables, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Portfolio Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Portfolio Receivables Pool Balance, the Net Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of any each Purchaser Group Group, the Loan Investment Base, the Receivables Investment Base and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves, over the Net Portfolio BalanceLoan Investment Base, (D) the excess (if any) of the Purchasers’ Total Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Purchaser Group Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group and (F) the aggregate amount of Investment each of the Exiting Purchasers, if anycomponents of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base, the Total Investment at such time, the Purchasers’ Total Investment time shall exceed the Purchasers’ Total Commitment, Commitment or the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zeroGroup, Master Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent of Collections received during the applicable period and not previously paid to such Purchaser Agents) the amount necessary to reduce (A) the Purchasers’ Total Investment to no more than the Purchasers’ Total Commitment, (B) the sum of the Purchasers’ aggregate Total Investment and the Required Reserves at such time to no more than the Net Portfolio Balance sum of the Receivables Investment Base and the Loan Investment Base at such time, time and (C) the Purchaser Group Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group and (D) the aggregate Investment of all Exiting Purchasers to zeroGroup, subject, however, to Section 1.3(c)(iii)as applicable.
(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Purchasers’ Total Loan Investment Base and the Required Reserves at such time exceeds the Net Portfolio Balance Receivables Investment Base at such time, Master Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i), an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, Master Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool ReceivablesAssets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract
Settlement Computations. (i) Before On each Reporting Date, Master the Servicer shall computeinclude in the Information Package calculations, as of the most recent Cut-Off Date for the related Settlement Period, and based upon the assumption in the next sentence, (A) the Asset Interest, the Unpaid Balance of all of the Pool ReceivablesReceivables in each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool, the aggregate Purchaser’s Pool Investments for the Combined Receivable Pools, the aggregate ISC Conditional Unpaid Balance in respect of the ISC Receivable Pool, the Purchasers’ Total Investment, the Purchaser Group Investment of each Purchaser GroupGroup for each of the SCC Receivable Pool and the Combined Receivable Pools, the Required ReservesReserves for each Receivable Pool, the Net Portfolio Balance for each Receivable Pool, and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, the Required ReservesReserves for each Receivable Pool, the Net Portfolio BalanceBalance for each Receivable Pool, the Purchasers’ Pool Investment for each Receivable Pool and in the aggregate for the Combined Receivable Pools, the Purchaser Group Investment for each Receivable Pool and in the aggregate for the Combined Receivable Pools of any Purchaser Group Group, and the Purchasers’ Total Investment since the immediately preceding Cut-Off DateDate immediately preceding the Cut-Off Date for the most recently ended Settlement Period, (C) the excess (if any) of the sum of the Purchasers’ Total Pool Investment for each Receivable Pool and the Required ReservesReserves for such Receivable Pool, over the Net Portfolio BalanceBalance for such Receivable Pool, (D) the excess (if any) of the Purchasers’ Total InvestmentPool Investment in respect of the SCC Receivable Pool, over the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (E) the excess (if any) of the aggregate Purchasers’ Pool Investments in respect of the Combined Receivable Pools, over the Purchasers’ Pool Commitment in respect of the Combined Receivable Pools, (F) the excess (if any) of the Purchaser Group Investment in respect of the SCC Receivable Pool of each Purchaser Group, over the Purchaser Group Commitment in respect of such Receivable Pool of each such Purchaser Group, (G) the excess (if any) of the aggregate Purchaser Group Investments in respect of the Combined Receivable Pools of each Purchaser Group, over the Purchaser Group Commitment in respect of the Combined Receivable Pools of each such Purchaser Group, (H) the then current Cap Reserve Amount and the then current Estimated Cap Deficiency Amount, (FI) the aggregate amount of Cap Payments received since the previous Cut-Off Date, (J) the aggregate Investment of any Exiting Purchasers in respect of each Receivable Pool, (K) in respect of each of the Exiting PurchasersReceivable Pools which comprise the Combined Receivable Pools, if anyeach such Receivable Pool’s Pro Rata Share of the excess amounts under clause (E) and clause (G) above, and (L) the aggregate Early Termination Lease Dilution Amounts for the preceding Settlement Period. Such calculations shall be based upon the assumption that Collections in respect of each Receivable Pool set aside pursuant to Section 1.3(b) 1.3 (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent for the benefit of the applicable Purchasers in its Purchaser Group in accordance with the related Purchaser Group’s Ratable Proportionate Share of such Collections on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii) If, in respect of a Receivable Pool, according to the computations made pursuant to clause (i) of this Section 3.1(c), the sum if any Pool Deficiency Amount exists in respect of the Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Portfolio Balance at such timea Receivable Pool, the Purchasers’ Total Investment shall exceed the Purchasers’ Total Commitment, the Purchaser Group Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the aggregate Investment of Exiting Purchasers shall exceed zero, Master Servicer shall, on behalf of Seller, the Sellers,
(i) promptly notify Administrative the Collateral Agent and each Purchaser the Administrative Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers (to the extent from Collections in respect of Collections such Receivable Pool received during the applicable period and not previously paid to such Purchaser Agents, which have been set aside in respect of the Pool Deficiency Amount in respect of such Receivable Pool in accordance with Section 1.3, (the “Available Pool Deficiency Amount”) the amount necessary to reduce the Pool Deficiency Amount to zero. The Servicer shall apply such Available Pool Deficiency Amount in respect of a Receivable Pool in the following order: (i) first, to reduce the sum of the Purchasers’ Pool Investment and the Required Reserves in respect of such Receivable Pool to an amount equal to the Net Portfolio Balance for such Receivable Pool at such time, (ii) second, (x) in respect of the SCC Receivable Pool, to reduce the Purchasers’ Pool Investment in respect of the SCC Receivable Pool to an amount equal to the Purchasers’ Pool Commitment in respect of the SCC Receivable Pool, and (y) in respect of a Receivable Pool which comprises one of the Combined Receivable Pools, to reduce the aggregate Purchasers’ Pool Investment in respect of such Receivable Pool to an amount equal to such Receivable Pool’s Pro Rata Share of the product of (A) the Purchasers’ Total Investment to Pool Commitment in respect of the Purchasers’ Total CommitmentCombined Receivable Pools, and (B) a fraction, expressed as a percentage, the sum numerator of which is the Purchaser’s Pool Investments relating to such Receivable Pool, and the denominator of which is the aggregate Purchasers’ Pool Investment relating to all of the Purchasers’ Total Investment and Receivable Pools which comprise the Required Reserves at such time to no more than the Net Portfolio Balance at such timeCombined Receivable Pools, (Ciii) the Purchaser Group Investment of each Purchaser Group third, to the Purchaser Group Commitment of each such Purchaser Group and (D) reduce the aggregate Investment in respect of such Receivable Pool of all Exiting Purchasers to zero, subjectand (iv) fourth, howeveron a pro rata basis, the remaining Available Pool Deficiency Amount, to the other applications for which such Available Pool Deficiency Amount was set aside in accordance with Section 1.3(c)(iii1.3; provided, that the reduction in the aggregate Investment in respect of any Receivable Pool which comprises a portion of the Combined Receivable Pools pursuant to this Section 3.1(c)(ii) shall be equal to the amount of the Collections in respect of such Receivable Pool set aside for such purpose pursuant to Section 1.3(a)(ii).
(iii) The payment payments described in clause (ii) of this Section 3.1(c) shall be made out of amounts the Available Pool Deficiency Amount relating to such Receivable Pool set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller the Sellers hereby agrees agree to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Master the Servicer (for distribution by the Servicer to the Purchaser Agents for the benefit of the applicable Purchasers in accordance with Section 3.1(c)(ii)) during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of a Receivable Pool at such time exceeds the Net Portfolio Balance of such Receivable Pool at such time, Master the Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group in respect of such Receivable Pool at such time) from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(i)1.3, an amount equal to such excess.
(iv) In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event, or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, Master the Servicer shall pay to each Purchaser Agent the Ratable Proportionate Share of its Purchaser Group of all other Collections on all Pool Receivables, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
Appears in 1 contract