Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
Appears in 4 contracts
Sources: Indenture (World Omni LT), Indenture (World Omni LT), Indenture (World Omni Auto Leasing LLC)
Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the The Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Trustee shall establish and maintain with maintain, at all times during the Indenture Trustee and term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the Issuing Entity, control of the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee for the benefit of the NoteholdersNoteholders (said account being called the “2017-3 Exchange Note Collections Account” and being initially identified as “GM Financial 2017-3 Exchange Note Collections Account”). The Trust Collection Deposits to and withdrawals from the 2017-3 Exchange Note Collections Account shall be made as set forth in the 2017-3 Servicing Agreement, the 2017-3 Exchange Note Supplement and the Indenture.
(b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2017-3 Indenture Collections Account”). The Principal Distribution Deposits to and withdrawals from the 2017-3 Indenture Collections Account shall be made as set forth in the 2017-3 Exchange Note Supplement and the Indenture.
(c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2017-3 Note Payment Account”). The Reserve Deposits to and withdrawals from the Note Payment Account shall be made as set forth in the Indenture.
(d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount has been reduced to zerobenefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 2017-3 Reserve Account”).
(de) All monies deposited from time to time in the Accounts pursuant to this Indenture or 2017-3 Servicing Supplement and the other Transaction Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Indenture Collateral and shall be applied to the purposes herein and therein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an a 2017-3 Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or Servicer in causing such longer period, not Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an a 2017-3 Eligible Deposit Account.
(f) If, at any time, any of the Accounts ceases to be a 2017-3 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2017-3 Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account.
(g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Securities Intermediary agrees that:
(i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer;
(iii) All property delivered to the Securities Intermediary pursuant to the 2017-3 Servicing Agreement and the Indenture will be promptly credited to the applicable Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer;
(vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York;
(vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and
(viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Noteholders and the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof, and shall be the only Person authorized to originate entitlement orders in respect of the Accounts.
Appears in 3 contracts
Sources: Servicing Supplement (GM Financial Automobile Leasing Trust 2017-3), Servicing Supplement (GM Financial Automobile Leasing Trust 2017-3), Servicing Supplement (GM Financial Automobile Leasing Trust 2017-3)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until Trustee; provided, however, that the Outstanding Note Amount has been reduced Servicer may make deposits to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with direct the Indenture Trustee and in writing to make withdrawals from the name of the Issuing EntityCollection Account in accordance with this Agreement, the Principal Distribution Account bearing a designation clearly indicating that Indenture and the funds on deposit therein are held for the benefit of the NoteholdersTrust Agreement. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts Collection Account pursuant to this Indenture or the other Transaction Documents Agreement shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the purposes herein provided; providedfirst sentence of Section 4.2, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit amounts held in the Accounts Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be deposited into held to maturity. If the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may shall consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee Collection Account to transfer any cash and/or any investments be moved to such new Account.an
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Owner Trust 2005-1), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (CarMax Auto Owner Trust 2005-2)
Accounts. (a) There The Indenture Trustee shall be established establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and there shall be maintained an Eligible the Collection Account (initially at collectively, the Indenture Trustee"Accounts") until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee for the benefit of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer, as their interests may appear. The Trust Collection Account shall be under a segregated account established with the sole dominion Collection Account Depository and control the remaining foregoing Accounts and funds shall be segregated accounts established with the Corporate Trust Office of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Each Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account; provided that if an Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the Servicer (upon written notice from date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that such account an Account is no longer qualifies)an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided that amounts paid under the Note Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which JPMorgan Chase Bank or an Affiliate thereof is the investment adviser or the investment manager may be held until the Outstanding Note Amount has been reduced date on which funds are intended to zero, shall, as necessary, assist the Administrator within 10 Business Days (or be used. The Indenture Trustee shall not be responsible for any losses incurred on any such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause investments unless the Indenture Trustee to transfer any cash and/or or an Affiliate thereof is the obligor under such investments. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated maturity or the failure of the Administrator to provide written directions. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such new Account; provided, however, that on each Transfer Date, the Indenture Trustee shall transfer all amounts received as earnings on or income from any investments or reinvestments of funds in the Accounts to the Revenue Fund prior to making any of the transfers or payments referred to in Section 5.05(c) hereof.
Appears in 3 contracts
Sources: Indenture (Capital One Auto Receivables LLC), Indenture (Capital One Auto Receivables LLC), Indenture (Capital One Auto Finance Trust 2002-C)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Securities Intermediary) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Securities Intermediary) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Securities Intermediary, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-2), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank National Association) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection Account bearing "Reserve Fund." The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee.
(b) There shall be established The Transferor shall, prior to the Closing Date, establish and there shall be maintained maintain an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee on behalf of the Senior Noteholders, which shall be designated as the Principal "Note Distribution Account". The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Senior Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Administration Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Administrative Agent in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
Appears in 2 contracts
Sources: Indenture (Ryder Truck Rental I Lp), Indenture (Ryder Truck Rental I Lp)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the related Securityholders.
(iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Investment Earnings on amounts on deposit in the Reserve Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be property of the Servicer. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. 12 (2025-B Sale and Servicing Agreement)
(iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholderscase may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such Reserve Account has been reduced pledged by the Issuer to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders. If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or the Servicer on its behalf) shall within thirty (30) days (or any longer period if, with respect to Fitch, the Rating Agency Condition is satisfied and, with respect to S&P, the Rating Agency Notification is satisfied, with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. 13 (2025-B Sale and Servicing Agreement)
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2025-B), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2025-B)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection "Reserve Account". The Reserve Account bearing shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee.
(db) The Issuer shall cause the Transferor, prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders, which shall be designated as the "Note Distribution Account". The Note Distribution Account shall be held in trust for the benefit of the Noteholders. The Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee.
(c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents 2003-A Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Account, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Lease Trust 2003-A), Indenture (Nissan Auto Leasing LLC Ii)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2019-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. 22.35.1 The Parent, the Borrower, Holdco and Opco shall:
(a) There shall be established and there shall be maintained an Eligible ensure that within 5 Business Days following the Closing Date the Borrower Proceeds Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and as defined in the name of June 2009 Senior Facilities Agreement) is closed and all credit balances are transferred into the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.Borrower Business Account; and
(b) There instruct the Account Bank (as this term is defined in the June 2009 Senior Facilities Agreement), in the agreed form and as soon as possible on or after the Closing Date, to give effect to the closures and transfers referred to in (a) above.
22.35.2 With effect from the Closing Date and thereafter until the Final Discharge Date, the Parent, the Borrower, Holdco and Opco shall ensure that:
(a) neither the Borrower, Holdco or Opco open any bank account other than the Transaction Accounts, without the prior consent of the Senior Agent;
(b) all bank accounts of the Borrower, Holdco and Opco (other than the Disbursements Accounts) shall be established opened and there shall be maintained an Eligible with the Account (initially at Bank in accordance with the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf provisions of the Noteholders, shall establish Finance Documents and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be subject to valid Security under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.Transaction Security Documents;
(c) There all Disbursements Accounts of the Borrower, Holdco and Opco shall be established opened and there shall be maintained an Eligible with the Disbursements Account (initially at Bank in accordance with the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf provisions of the Noteholders, shall establish Finance Documents and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be subject to valid Security under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.Transaction Security Documents; and
(d) All monies deposited no amounts are transferred into the Borrower WCF Account other than the proceeds of utilisations under the Working Capital Facility Agreement and an amount of up to R20,000,000, which may, prior to the Closing Date, be transferred from time any Transaction Account into the WCF Account (and which amount may be used for any purpose for which utilisations under the Working Capital Facility Agreement may be used).
22.35.3 By no later than 10 (ten) Business Days prior to time the Closing Date:
(a) each of Holdco and Opco shall open a disbursement account and the Borrower shall open such number of disbursement accounts as may be agreed to between the Senior Agent and the Borrower (each a Disbursement Account) in South Africa with the Disbursements Account Bank denominated in Rand and shall maintain the Disbursement Accounts for a period of not less than 30 (thirty) days following the Closing Date.
22.35.4 With effect from the Closing Date and thereafter until the Final Discharge Date:
(a) the Borrower shall maintain the Borrower Business Account and the Borrower WCF Account in South Africa in its name with Standard Bank denominated in Rand;
(b) Holdco shall maintain (and the Borrower shall ensure that Holdco maintains) the Holdco Business Account in South Africa in its name with Standard Bank denominated in Rand; and
(c) Opco shall maintain (and the Borrower and Holdco shall ensure that Opco maintains) the Opco Business Account in South Africa in its name with Standard Bank.
22.35.5 With effect from the Closing Date and thereafter until the Final Discharge Date, without the prior written consent of the Senior Agent:
(a) the Borrower shall not open or maintain any bank, deposit, savings or other account except for its respective Disbursement Accounts, the Borrower WCF Account and the Borrower Business Account;
(b) Holdco shall not (and the Borrower shall ensure that Holdco shall not) open or maintain any bank, deposit, savings or other account except for its respective Disbursement Account and the Holdco Business Account; and
(c) Opco shall not (and the Borrower and Holdco shall ensure that Opco shall not) open or maintain any bank, deposit, savings or other account except for its respective Disbursement Account and the Opco Business Account, any other account which holds Cash or Cash Equivalent Investments so long as those Cash or Cash Equivalent Investments become subject to the Transaction Security in form and substance satisfactory to the Senior Agent as soon as is reasonably practicable.
22.35.6 Each Transaction Account shall be a separate account at the Account Bank (or, in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part case of the Collateral and shall be applied Disbursements Accounts, with the Disbursements Account Bank).
22.35.7 If the Borrower or Holdco receives any moneys for crediting to the purposes herein provided; provided, that on each Determination Date all interest and a Transaction Account in a currency other investment earnings (net of losses and investment expenses) on funds on deposit than in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion currency of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible that Transaction Account, the Servicer Borrower shall request the Account Bank (upon written notice or Disbursements Account Bank, as the case may be), to convert these moneys into the relevant currency of account at the Applicable Spot Rate of Exchange.
22.35.8 The Borrower shall at all times indemnify and keep indemnified the Senior Agent, the Security Agent and each Security SPV fully and effectually from and against all liabilities, costs and expenses which it may incur to the Account Bank, the Disbursements account Bank (or their affiliates and/or nominees) in connection with the opening, operation or closure of any Transaction Account, including transaction charges, save to the extent that such liabilities, costs and expenses result from the Indenture Trustee negligence or wilful default of the Senior Agent, the Security Agent or that such account no longer qualifiesSecurity SPV (as the case may be), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Atlatsa Resources Corp), Senior Term Loan and Revolving Facilities Agreement (Atlatsa Resources Corp)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2016-1), Sale and Servicing Agreement (CarMax Auto Owner Trust 2016-1)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2020-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the "Regular Principal Distributable Amount" for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to such new Account.of the offering proceeds of the Notes on the
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There 8.1. Licensee shall be established simultaneously with payments of royalties deliver to Institut Pasteur a report reflecting its accounts and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced sub-licenses accounts, pertaining to zero, which is designated the “Trust Collection Account”. The Servicerroyalties calculated, on behalf of the NoteholdersNet Sales, shall establish including: • [***]; • [***]; and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders• [***]. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held Such report maybe delivered by the Indenture Trustee as part of the Collateral and shall be applied email to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings following email address (net of losses and investment expenses) on funds on deposit in the Accounts shall which address may be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon updated by written notice from Institut Pasteur to Licensee): Service de Transfert de Technologie, [***].
8.2. When no royalty is payable, a report so attesting shall be submitted to Institut Pasteur. The aforesaid reports shall be treated as Confidential Information of Licensee. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Such report maybe delivered by email to the Indenture Trustee that such account no longer qualifies)following email address (which address may be updated by written notice from Institut Pasteur to Licensee): Service de Transfert de Technologie, until [***].
8.3. Licensee shall keep complete and accurate records of all Net Sales, allowing a computation and checking of the Outstanding Note Amount has been reduced royalty amount due to zeroInstitut Pasteur hereunder. Once a year and upon prior notice to Licensee and/or Affiliates, Institut Pasteur shall, as necessarythroughout the term of this Agreement, assist and for a period of three (3) years following the Administrator within 10 Business Days (or such longer periodend of this Agreement, be entitled to have at its own expense and during regular business hours Licensee’s records pertaining to this Agreement checked by an independent certified public accountant chosen by Institut Pasteur and reasonably acceptable to Licensee, which accountant shall enter into a confidentiality agreement with Licensee. Such accountant shall be appointed for the sole purpose of determining the amount of royalties due to Institut Pasteur hereunder, covering a period not to exceed 30 calendar daysthe past three (3) years, provided that [***] such accountant shall report to Institut Pasteur only as to the accuracy of royalty statements and payments and that such reported information shall be considered to be Confidential Information of Licensee.
8.4. If, as a result of such audit, an adjustment is determined to which each Rating Agency may consent) to establish a new Account at an institution at which it be made in favor of Institut Pasteur, the accountant’s fees and expenses shall be an Eligible Account borne by Licensee, if the sums underpaid by Licensee exceed [***] of what was actually paid by Licensee to Institut Pasteur; otherwise such fees and expenses shall cause the Indenture Trustee be paid by Institut Pasteur. Licensee shall pay any underpaid royalties to transfer any cash and/or any investments to such new AccountInstitut Pasteur.
Appears in 2 contracts
Sources: License Agreement (Bluebird Bio, Inc.), License Agreement (Bluebird Bio, Inc.)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Securities Intermediary) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Securities Intermediary) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Securities Intermediary, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-4), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [__________]) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityPaying Agent on behalf of the Owner Trustee, which is designated as the Trust Collection Account bearing “Reserve Fund.” The Reserve Fund shall be held for the benefit of the Securityholders [and each Swap Counterparty] , and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders [ and each Swap Counterparty] . The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Paying Agent on behalf of the Owner Trustee.
(b) There The Issuer shall be established cause the Indenture Trustee, prior to the Closing Date, to establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in the name of the Issuing Entity, the Principal “Note Distribution Account”. The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.
(c) There Pursuant to the 20[__]-[__] SUBI Supplement, the Servicer shall establish and the Indenture Trustee shall maintain, in the name of the Trust, for the exclusive benefit of the holders of interests in the 20[__]-[__] SUBI, the 20[__]-[__] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 20[__]-[__] SUBI Collection Account initially shall be established and there shall be maintained with the corporate trust department of [__________], as Indenture Trustee.
(d) Pursuant to Section 5.01 of the Trust Agreement, the Owner Trustee will establish (or will cause the Indenture Trustee to establish) an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Trust which shall be designated the Reserve “Certificate Distribution Account” (initially at [__________]). The Certificate Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrust Certificateholders.
(de) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account. All of the Accounts shall be non-interest bearing. If the 20[__]-[__] SUBI Collection Account is no longer maintained in the corporate trust department of the Indenture Trustee, and shall cause the Indenture Trustee at any time does not have the ratings specified in either clause (a) or (b) of the definition of “Required Deposit Rating,” the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause the 20[__]-[__] SUBI Collection Account to transfer any cash and/or any investments to such new Accountbe moved in accordance with the Vehicle Trust Agreement.
Appears in 2 contracts
Sources: Indenture (Financial Services Vehicle Trust), Indenture (Financial Services Vehicle Trust)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. 12 (2017-B Sale and Servicing Agreement)
(iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2017-B), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2017-B)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight.
(iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2016-B), Sale and Servicing Agreement (Hyundai Abs Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2020-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the Noteholders. 13 (2021-C Sale and Servicing Agreement)
(iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith.
(iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. 14 (2021-C Sale and Servicing Agreement)
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholderscase may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such Reserve Account has been reduced pledged by the Issuer to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders. If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2021-C), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2021-C)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be maintained at an Eligible AccountInstitution, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Select Receivables Trust 2025-A), Sale and Servicing Agreement (CarMax Select Receivables Trust 2025-A)
Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the The Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Trustee shall establish and maintain with maintain, at all times during the Indenture Trustee and term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the Issuing Entity, control of the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee for the benefit of the NoteholdersNoteholders (said account being called the “2015-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2015-2 Exchange Note Collections Account”). The Trust Collection Deposits to and withdrawals from the 2015-2 Exchange Note Collections Account shall be made as set forth in the 2015-2 Servicing Agreement, the 2015-2 Exchange Note Supplement and the Indenture.
(b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2015-2 Indenture Collections Account”). The Principal Distribution Deposits to and withdrawals from the 2015-2 Indenture Collections Account shall be made as set forth in the 2015-2 Exchange Note Supplement and the Indenture.
(c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2015-2 Note Payment Account”). The Reserve Deposits to and withdrawals from the Note Payment Account shall be made as set forth in the Indenture and the Note Purchase Agreement.
(d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount has been reduced to zerobenefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 2015-2 Reserve Account”).
(de) All monies deposited from time to time in the Accounts pursuant to this Indenture or 2015-2 Servicing Supplement and the other Transaction Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Indenture Collateral and shall be applied to the purposes herein and therein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an a 2015-2 Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or Servicer in causing such longer period, not Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an a 2015-2 Eligible Deposit Account.
(f) If, at any time, any of the Accounts ceases to be a 2015-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2015-2 Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account.
(g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Securities Intermediary agrees that:
(i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer;
(iii) All property delivered to the Securities Intermediary pursuant to the 2015-2 Servicing Agreement and the Indenture will be promptly credited to the applicable Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer;
(vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York;
(vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and
(viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Noteholders and the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof, and shall be the only Person authorized to originate entitlement orders in respect of the Accounts.
Appears in 2 contracts
Sources: Servicing Supplement (GMF Leasing LLC), Servicing Supplement (GMF Leasing LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Securities Intermediary) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Securities Intermediary) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Securities Intermediary, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2022-2), Sale and Servicing Agreement (CarMax Auto Owner Trust 2022-2)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2023-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2019-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the related Securityholders.
(iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Investment Earnings on amounts on deposit in the Reserve Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be property of the Servicer. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. 12 (2025-A Sale and Servicing Agreement)
(iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholderscase may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such Reserve Account has been reduced pledged by the Issuer to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders. If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or the Servicer on its behalf) shall within thirty (30) days (or any longer period if, with respect to Fitch, the Rating Agency Condition is satisfied and, with respect to S&P, the Rating Agency Notification is satisfied, with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. 13 (2025-A Sale and Servicing Agreement)
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2025-A), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2025-A)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the Noteholders.
(iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Investment Earnings on amounts on deposit in the Reserve Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be property of the Servicer. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. 12 (2024-B Sale and Servicing Agreement)
(iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholderscase may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such Reserve Account has been reduced pledged by the Issuer to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders. If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or the Servicer on its behalf) shall within thirty (30) days (or any longer period if, with respect to Fitch, the Rating Agency Condition is satisfied and, with respect to S&P, the Rating Agency Notification is satisfied, with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2024-B), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2024-B)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2025-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease to be is no longer maintained at an Eligible AccountInstitution, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2025-3), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Indenture Trustee has established and shall maintain a 20__-_ Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “20__-_ Exchange Note Collections Account” and being initially identified as “GM Financial 20__-_ Exchange Note Collections Account”). Deposits to and withdrawals from the 20__-_ Exchange Note Collections Account shall be made as set forth in the 20__-_ Servicing Agreement, the 20__-_ Exchange Note Supplement and the Indenture.
(b) The Indenture Trustee has established and there shall maintain a 20__-_ Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 20__-_ Indenture Collections Account”). Deposits to and withdrawals from the 20__-_ Indenture Collections Account shall be maintained an made as set forth in the 20__-_ Exchange Note Supplement and the Indenture.
(c) The Indenture Trustee has established and shall maintain a 20__-_ Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially at identified as “GM Financial 20__-_ Note Payment Account”). Deposits to and withdrawals from the Note Payment Account shall be made as set forth in the Indenture[ and the Note Purchase Agreement].
(d) The Indenture Trustee has established and shall maintain a 20__-_ Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 20__-_ Reserve Account”).
(e) [Upon receipt by the Issuer of a Swap Termination Payment, the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with a 20__-_ Eligible Deposit Account (the Indenture Trustee and in the name of the Issuing Entity“Swap Termination Account”), the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Indenture Trustee on behalf of the Noteholders. .]
(f) [The Trust Collection Indenture Trustee shall establish and maintain, at all times during the Revolving Period, a 20__-_ Eligible Deposit Account shall be in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. Noteholders (said account being called the “Revolving Account” and being initially identified as “GM Financial 20__-_ Revolving Account”.]
(g) [The Principal Distribution Indenture Trustee shall establish and maintain, at all times during the Pre-Funding Period, a 20__-_ Eligible Deposit Account shall be in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under Noteholders (said account being called the sole dominion “Pre-Funding Account” and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zerobeing initially identified as “GM Financial 20__-_ Pre-Funding Account”.]
(dh) All monies deposited from time to time in the Accounts pursuant to this Indenture or 20__-_ Servicing Supplement and the other Transaction Program Documents and the Accounts shall be held by in the name of the Indenture Trustee as part of the Indenture Collateral and shall be applied to the purposes herein and therein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an a 20__-__ Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until and the Outstanding Note Amount has been reduced to zero, Collateral Agent shall, as necessary, assist the Administrator within 10 Business Days (or Servicer in causing such longer period, not Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an a 20__-__ Eligible Deposit Account.
(i) If, at any time, any of the Accounts ceases to be a 20__-_ Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 20__-_ Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account.
(j) The Collateral Agent or Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Collateral Agent, the Collateral Agent shall obtain the express written agreement of such Person to (x) comply with the obligations of the Securities Intermediary set forth in this Section 2.3[(g)]/[(h)]/[(i)]/[(j)] and (y) subordinate any claim or interests of such Person in the Accounts to the interests of the Collateral Agent. The Securities Intermediary agrees that:
(i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer;
(iii) All property delivered to the Securities Intermediary pursuant to the 20__-_ Servicing Agreement and the Indenture will be promptly credited to the applicable Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer;
(vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York;
(vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and
(viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Noteholders and the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof, and shall be the only Person authorized to originate entitlement orders in respect of the Accounts.
(k) Except as otherwise set forth in this Section 2.3, if the Collateral Agent transfers any Account to another 20__-_ Eligible Institution, it shall provide no less than [sixty (60)] days prior written notice to GM Financial and shall consult with GM Financial no less than [sixty (60)] days in advance of any change in who shall be such 20__-_ Eligible Institution.
(l) Notwithstanding anything to the contrary contained in this Agreement, the Servicer hereby agrees that if any or all of the Accounts are transferred to any 20__-_ Eligible Institution, other than ▇▇▇▇▇ Fargo Bank, N.A., it shall cause its legal counsel, ________, to deliver an opinion of counsel addressed to each party to the Corporate Opinion of ________, dated as of the Closing Date, confirming that, following the transfer of the related Account or Accounts to such 20__-_ Eligible Institution, [Collateral Agent] shall have a security interest in the applicable Account or Accounts that is perfected by control. Such opinion letter will be in form and substance reasonably acceptable to [Collateral Agent] and shall be subject to customary assumptions and qualifications. [Collateral Agent] ▇▇▇▇▇▇ agrees to pay, promptly upon its receipt of an invoice therefor, the reasonable and documented fees and out-of-pocket expenses of ________ agreed in advance by [Collateral Agent] in connection with the preparation, execution, and delivery of the opinion letter described above.
(m) [The Collateral Agent acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Provider may be required to post collateral with the Collateral Agent to secure the Swap Provider’s obligations under the Swap Agreement. The Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Swap Account”) to hold such collateral, at the direction of the Servicer or the Controlling Swap Party if the Swap Provider is required to post Collateral to secure the obligations under the Swap Agreement. The Collateral Agent further agrees to follow such written instructions relating to the administration of, and transfers from such account, as may be delivered by (i) the Servicer (with the consent of the Controlling Swap Party) or (ii) the Controlling Swap Party, in each case subject to and in accordance with the terms of the Swap Agreement.]
(n) [To the extent that (i) the funds available in the Swap Termination Account exceed the costs of entering into a Replacement Swap Agreement, or (ii) the Issuer determines not to replace the Swap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap Termination Account (other than funds used to pay the costs of entering into a Replacement Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 8.3(a) of the Indenture on the following Distribution Date. In any other situation, amounts on deposit in the Swap Termination Account at any time shall be invested pursuant to Section 2.4(a) and on each Distribution Date after the creation of a Swap Termination Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (__) through (__) of Section 8.3(a) of the Indenture, provided that in no event will the amount withdrawn from the Swap Termination Account on such Distribution Date exceed the amount of net swap payments that would have been required to be paid on such Distribution Date under the terminated Swap Agreement had there been no termination of such transaction. Any amounts remaining in the Swap Termination Account after payment in full of the Class A-2-B Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 8.3(a) of the Indenture on the following Distribution Date.]
Appears in 2 contracts
Sources: Servicing Supplement (ACAR Leasing Ltd.), Servicing Supplement (ACAR Leasing Ltd.)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2020-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2025-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be maintained at an Eligible AccountInstitution, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2025-1), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Securities Intermediary) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Securities Intermediary) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Securities Intermediary, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-1), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2025-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be maintained at an Eligible AccountInstitution, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2025-2), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2000-1", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent).
(b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2000-1 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to such new Accountwhich each Rating Agency may consent). The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Usaa Federal Savings Bank)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2012-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2012-3)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection Account amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account, bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.
(iv) [Reserved].
(v) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight.
(vi) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2011-A)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2013-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2013-3)
Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-1", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.
(b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2005-1 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Usaa Auto Owner Trust 2005-1)
Accounts. (a) There Prior to the Closing Date there shall have been established a deposit account pursuant to which the Receivables Servicer shall deposit collections on the Receivables, as more specifically described in the Receivables Servicing Agreement. The foregoing deposit account was established and shall initially be maintained with the Depository Institution. On or prior to each Payment Date, the Master Servicer shall instruct the Depository Institution to withdraw from such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Trust deposited from time to time in the foregoing deposit account shall be established and there shall be maintained an Eligible Account (initially at held by the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Depository Institution for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by third parties deposited from time to time in the foregoing deposit account shall not be so held and shall not be available for deposit into the Collection Account and shall not be available to make payments in respect of the Notes or the Certificates.
(b) The Master Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "U.S. Bank National Association, on behalf of HSBC Bank USA, National Association as Indenture Trustee and as secured party with respect to Merrill Auto Trust Securitization 2▇▇▇-▇", initially at the corporate trust department of the Securities Administrator, which shall be designated as the "Collection Account". The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Master Servicer and/or relevant Depository Institution may make deposits to, and the Indenture Trustee until and the Outstanding Note Amount has been reduced to zero.
Securities Administrator may (bfollowing written instruction of the Master Servicer) There make withdrawals from, the Collection Account in accordance with the terms of the Basic Documents. In addition, the Collection Account shall be established and there maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be maintained an Eligible Account (initially at held by the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Securities Administrator on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held as secured party for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Master Servicer, by the depository institution or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. Neither the Indenture Trustee nor the Securities Administrator shall be liable for investment losses in Permitted Investments made in accordance with directions from the Master Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Securities Administrator, the Master Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Master Servicer shall not be required to invest amounts representing Available Collections for a Payment Date that are deposited into the Collection Account on or after the Business Day immediately preceding the related Payment Date.
(c) The Master Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(d) The Master Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "Merrill Auto Trust Securitization 2▇▇▇-▇ ▇ertificate Distribution Account", initially at the corporate trust department of the Securities Administrator, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Owner Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts Certificate Distribution Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit as provided in the Accounts shall be deposited into Basic Documents. In the Trust Collection event that the Certificate Distribution Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be maintained at the corporate trust department of the Securities Administrator, the Master Servicer shall cause an Eligible Account, Deposit Account to be established as the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Certificate Distribution Account within 10 ten Business Days (or such longer period, period not to exceed 30 calendar days, days as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause give written notice of the Indenture Trustee location and account number of such account to transfer any cash and/or any investments to such new Accountthe Owner Trustee.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Merrill Auto Trust Securitization 2007-1)
Accounts. (a) There On or prior to the Closing Date, (i) the Issuer shall be established cause the Servicer to establish and there shall be maintained an Eligible Account (initially at maintain, in the name of the Indenture Trustee) until , for the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf benefit of the NoteholdersNoteholders and, shall to the extent set forth herein, the Certificateholders, the Collection Account as provided in Section 5.01 of the Sale and Servicing Agreement [and (ii) the Issuer will establish and maintain with the Securities Intermediary and pledge to the Indenture Trustee and for the benefit of the Noteholders the Yield Supplement Account in the name of the Issuing EntityIndenture Trustee pursuant to the Yield Supplement Agreement as provided in Section 5.08 of the Sale and Servicing Agreement and the Securities Account Control Agreement].
(b) On or prior to the Closing Date, the Trust Collection Issuer will cause the Seller to, pursuant to the Securities Account bearing a designation clearly indicating that Control Agreement, establish and maintain with the funds on deposit therein are held Securities Intermediary in the name of the Indenture Trustee, for the benefit of the Noteholders. The Trust Collection , the Reserve Account shall be under the sole dominion and control as provided in Section 5.07 of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established Sale and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroServicing Agreement.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date transfer all interest and other investment earnings (net of losses and investment expenses) on funds amounts remaining on deposit in the Accounts shall be deposited into Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full [and all outstanding payments due to the [Swap Counterparty][Cap Provider] have been made] (or substantially all of the Trust Estate is otherwise released from the lien of this Indenture) to the Trust Collection Account and shall be deemed take all necessary or appropriate actions to constitute a portion transfer all of Available Funds its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders [or the [Swap Counterparty][Cap Provider]], to the Owner Trustee for the related Payment benefit of the Certificateholders, subject to the limitations set forth herein with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. If any .
(d) [The Indenture Trustee shall transfer all amounts remaining on deposit in the Yield Supplement Account on the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of this Indenture) to the Owner Trustee for the benefit of the Certificateholders and shall cease take all necessary or appropriate actions to be an Eligible transfer all of its right, title and interest in the Yield Supplement Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Servicer (upon written notice from Securityholders, to the Indenture Owner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall deposit into the Trust Collection Account, subject to the limitations set forth herein with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new AccountDistribution Date.]
Appears in 1 contract
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) [Reserved].
(iv) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. 28 (2014-A Sale and Servicing Agreement)
(v) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(vi) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2014-A)
Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "JPMorgan Chase Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2001-2", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent).
(b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2001-2 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to such new Accountwhich each Rating Agency may consent). The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Usaa Federal Savings Bank)
Accounts. (a) There On or before the Closing Date, there shall be established and there shall be maintained by the Collection Agent, for the benefit of the Lenders, segregated or trust accounts, each denominated in an Eligible Account Approved Currency (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroaggregately, which is designated the “Trust Collection Account”. The Servicer), on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account Borrower and bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the NoteholdersLenders. The Trust Collection Agent shall remit daily to the Collection Account all Collections received with respect to any Receivables as provided in this Article II. Funds on deposit in the Collection Account (other than investment earnings) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held invested by the Indenture Trustee as part of the Collateral and shall Collection Agent in Permitted Investments that will mature so that such funds will be applied available prior to the purposes herein provided; providedlast day of each successive Tranche Period following such investment. On the last day of each Tranche Period, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into retained in the Trust Collection Account and be available to make any payments required to be made hereunder (including Interest) by the Borrower. On the date on which the amount of Outstanding Loans is zero and all accrued Interest, Program Fees, Servicing Fees and all Aggregate Unpaids have been paid in full, any funds remaining on deposit in the Collection Account shall be deemed paid to constitute a portion of Available Funds the Borrower.
(b) On or before the Closing Date, there shall be established and maintained by the Collection Agent, for the related Payment benefit of the Lenders, a segregated account denominated in U.S. dollars, in the name of the Borrower, (the “Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Lenders. The Collection Agent shall remit daily to the Interest Account from the Collection Account an amount equal to all Interest, Servicing Fees and Program Fees accrued through such day and not so previously set aside or paid, as provided in Section 2.05 hereof. Funds on deposit in the Interest Account (other than investment earnings) may be invested by Collection Agent in Permitted Investments that will mature so that such funds will be available prior to the last day of each successive Tranche Period following such investment. The Administrative Agent, on behalf of the Lenders, shall have the sole right of withdrawal from the Interest Account.
(c) On or before the Closing Date, there shall be established and maintained by the Administrative Agent on behalf of the Lenders, a demand deposit account for the Lenders (the “Funding Account”). If The Administrative Agent, on behalf of the Lenders, shall have the sole right of withdrawal from the Funding Account. For so long as any Account shall cease amounts remain due and owing to be an Eligible Accountthe Lenders hereunder, the Servicer Administrative Agent shall distribute all payments received by it immediately after receipt thereof by transferring to each Lender, on a proportionate basis relative to its respective Funded Percentage, (upon written notice from i) on the Indenture Trustee that such account no longer qualifies)last day of the applicable Tranche Period, until all payments of Interest and interest received in the Outstanding Note Amount has been reduced Interest Account pursuant to zerothis Agreement and (ii) on the date of payment, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not any other amounts owing to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it Lenders under this Agreement. Such transfers shall be an Eligible made by the Administrative Agent by withdrawing funds on deposit in the Funding Account and shall cause remitting such funds to the Indenture Trustee accounts of the respective Funding Agents, on behalf of the Lenders, specified by each of them from time to transfer time. Notwithstanding the foregoing, if at any cash and/or any investments time prior to such new Account.the Termination Date and prior to the occurrence of a Specified Potential Termination Event, funds on deposit in the Funding Account reflect payments of amounts by the Borrower made pursuant to Section
Appears in 1 contract
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2004-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Account and Institution. The Servicer shall cause promptly notify the Indenture Trustee to transfer and the Owner Trustee in writing of any cash and/or any investments to such new change in the account number or location of the Certificate Payment Account.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2004-1)
Accounts. (a) There shall be The Servicer has established and there various accounts in the name of the Indenture Trustee (the "Local Collection Accounts"), at the locations identified on Schedule IV. Each Local Collection Account shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the amounts deposited thereto and held therein are for the benefit of the Issuer, as provided in the Local Collection Account Agreement. All payments on the Receivables mailed by Obligors or any other Person to the Local Post Office Boxes or otherwise delivered to the Servicer shall be deposited on a daily basis into the applicable Local Collection Account, from which they will be swept within two Business Days to the Collection Account. Amounts on deposit in any Local Collection Account shall not be invested.
(initially at i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established, an account in the name of the Indenture Trustee) until Trustee (the Outstanding Note Amount is reduced to zero"Collection Account"), which is designated shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the “Trust amounts deposited thereto are held for the benefit of the Noteholders and Certificateholders. The Servicer shall cause the Indenture Trustee to sweep any amounts deposited to any Local Collection Account”. , on or with respect to the Receivables into the Collection Account as promptly as possible, but in no event later than the second Business Day following receipt thereof in the Local Collection Accounts.
(ii) The Servicer, on behalf for the benefit of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Note Distribution Account"), the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust .
(iii) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "Trust Accounts") shall be under the sole dominion and control of invested by the Indenture Trustee until in Eligible Investments selected in writing by the Outstanding Note Amount has been reduced to zero.
(b) There Servicer or, if an Insurance Agreement Event of Default shall have occurred and be continuing, the Security Insurer. All such Eligible Investments shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with held by the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable; provided, on each Payment Determination Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Interest Distribution Amount for the related Distribution Date. Other than as permitted by the Rating Agencies, funds on deposit in the Collection Account and the Note Distribution Account shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Distribution Date. Funds deposited in a Trust Account on a day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(iv) The Indenture Trustee shall not be held liable in any way by reason of any insufficiency in the Collection Account resulting from any loss on an Eligible Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms.
(i) The Indenture Trustee and, to the extent provided herein, the Security Insurer shall possess all right, title and interest in all funds on deposit from time to time in the Local Post Office Boxes, the Local Collection Accounts, the Collection Account and the Note Distribution Account and in all proceeds thereof (including all income thereon), subject to the Local Collection Account Agreement. The Principal Local Post Office Boxes, the Local Collection Accounts, the Collection Accounts and the Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture Noteholders or the other Transaction Documents shall Noteholders and the Certificateholders, as the case may be held by the Indenture Trustee as part of the Collateral and shall be applied subject to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Local Collection Account and shall be deemed to constitute a portion of Available Funds for Agreement. If, at any time, any Local Collection Account or the related Payment Date. If any Collection Account shall cease ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Local Collection Account at an institution at which it shall be or Collection Account as applicable, as an Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments from the account that is no longer an Eligible Deposit Account to such the new Local Collection Account or Collection Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.02(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee;
(C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
(iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Sources: Sale and Servicing Agreement (First Merchants Acceptance Corp)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”) [and the Securityholders (the “Yield Supplement Account”)], bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the related Securityholders.
(iii) [On or prior to the Closing Date, the Issuer, for the benefit of the Issuer and the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Risk Retention Reserve Account”), bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders.]
(iv) Funds on deposit in the Reserve Account, [ the Risk Retention Reserve Account] [and the Yield Supplement Account], shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the [Risk Retention] Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account [and the Risk Retention Reserve Account] shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account [and the Risk Retention Reserve Account], upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Investment Earnings on amounts on deposit in the [Risk Retention] Reserve Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be property of the Servicer. [Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the [Risk Retention] Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the [Risk Retention] Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith.]
(v) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(vi) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account [or the Risk Retention Reserve Account], and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts [(other than the [Risk Retention] Reserve Account)] shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” case may be. [The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The [Risk Retention] Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such [Risk Retention] Reserve Account has been reduced pledged by the Issuer to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders.] If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or the Servicer on its behalf) shall within thirty (30) days (or any longer period if, with respect to Fitch, the Rating Agency Condition is satisfied and, with respect to S&P, the Rating Agency Notification is satisfied, with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Hyundai Abs Funding LLC)
Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee Collection Account and the Certificate Account in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Trustee for the benefit of the NoteholdersCertificateholders and, to the extent herein provided, for the benefit of the Surety Bond Issuer. The Trust Collection Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee so long as (i) the deposits of the Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained as a fully segregated trust account. All amounts held in the Collection Account (other than Purchase Amounts) shall be invested in Permitted Investments by the Trustee, at the written direction of the Servicer, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Purchase Amounts deposited on a Deposit Date shall not be invested. Such written direction shall certify that any such investment is authorized by this Section 14.1 and complies with the requirements of Permitted Investments as set forth in Schedule C. The Certificate Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Certificate Account is maintained as a fully segregated trust account. The amounts in the Certificate Account shall not be invested. Should the deposits of the Trustee no longer have the Required Deposit Rating and the Collection Account or the Certificate Account, as applicable, shall not be maintained as a fully segregated trust account, then the Servicer shall, with the Trustee's assistance as necessary, cause the Certificate Account and/or the Collection Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the sole dominion and control laws of the Indenture Trustee until United States of any state thereof, the Outstanding Note Amount has been reduced to zerodeposits of which shall have the Required Deposit Rating.
(bi) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, Depositor shall establish and maintain with the Indenture Trustee and Reserve Account in the name of the Issuing Entity, Collateral Agent which shall be pledged to the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held Trustee for the benefit of the Noteholders. The Principal Distribution Account shall be under Certificateholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSurety Bond Issuer. The Reserve Account shall be a segregated, non-interest-bearing trust account initially established and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Reserve Account is maintained as a fully segregated trust account. The Reserve Account shall not be property of the Trust. All amounts held in the Reserve Account shall be invested in Permitted Investments by the Collateral Agent, at the written direction of the Depositor, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Such written direction shall certify that any such investment is authorized by this Section 14.1 and comply with the requirements of Permitted Investments as set forth in Schedule C. Should the deposits of the Collateral Agent no longer have the Required Deposit Rating or the Reserve Account shall not be maintained as a fully segregated trust account, then the Depositor shall, with the Collateral Agent's assistance as necessary, cause the Reserve Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the sole dominion and control laws of the Indenture Trustee until United States or any state thereof, the Outstanding Note Amount has been reduced to zerodeposits of which shall have the Required Deposit Rating.
(dii) All monies On the date of the issuance of the Certificates, the Depositor shall cause the Reserve Account Initial Deposit to be deposited into the Reserve Account. The Depositor hereby grants to the Collateral Agent for the benefit of the Certificateholders and the Surety Bond Issuer a security interest in and to the Reserve Account and any and all Account Property credited thereto from time to time, including, but not limited to, Permitted Investments, to secure payment of the Certificates according to their terms. Amounts held from time to time in the Accounts pursuant Reserve Account will continue to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part Collateral Agent for the benefit of the Collateral Certificateholders and the Surety Bond Issuer, but the Reserve Account shall not be an asset of the Trust. Funds held in the Reserve Account shall be applied remitted to the purposes herein provided; providedDepositor upon the Depositor's written request upon the termination of the Trust. By acceptance of their Certificates or interest therein and by execution and delivery of the Reimbursement Agreement by the Surety Bond Issuer, that on each Determination Date all interest the Certificateholders and other investment earnings (net of losses Certificate Owners and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and Surety Bond Issuer, respectively, shall be deemed to constitute a portion have appointed Bankers Trust Company as Collateral Agent. Bankers Trust Company hereby accepts such appointment as Collateral Agent.
(iii) With respect to the Account Property in respect of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Reserve Account, the Collateral Agent agrees that:
A. any Account Property that is held in deposit accounts shall be held solely in a bank with the Required Deposit Rating; and each such bank with the Required Deposit Rating shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto;
B. any Account Property that constitutes Physical Property shall be delivered to the Collateral Agent in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Collateral Agent, or a financial intermediary (as such term is defined in -26- 44 Section 8-313(4) of the Relevant UCC) acting solely for the benefit of the Certificateholders;
C. any Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered to the Collateral Agent in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and
D. any Account Property that is an "uncertificated security" under Article 8 of the Relevant UCC and that is not governed by clause (C) above shall be delivered to the Collateral Agent in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Collateral Agent, pending maturity or disposition, through continued registration of the Collateral Agent's (or its nominee's) ownership of such security. Effective upon Delivery of any Account Property in the form of Physical Property, book-entry securities or uncertificated securities, the Collateral Agent shall be deemed to have purchased such Account Property for value, in good faith and without notice of any adverse claim thereto.
(iv) The Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (upon written notice from including, without limitation, any financing statements under the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced Relevant UCC or this Agreement) as may be determined to zero, shall, as be necessary, assist in order to perfect the Administrator within 10 Business Days (or such longer periodinterests created by this Section 14.1(b) and otherwise effectuate the purposes, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account terms and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountconditions of this Section 14.1(b).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-1)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [__________]) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityPaying Agent on behalf of the Owner Trustee, which is designated as the Trust Collection Account bearing “Reserve Fund.” The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Paying Agent on behalf of the Owner Trustee.
(b) There The Issuer shall be established cause the Indenture Trustee, prior to the Closing Date, to establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in the name of the Issuing Entity, the Principal “Note Distribution Account”. The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.
(c) There Pursuant to the 20[__]-[__] SUBI Supplement, the Servicer shall establish and the Indenture Trustee shall maintain, in the name of the Trust, for the exclusive benefit of the holders of interests in the 20[__]-[__] SUBI, the 20[__]-[__] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 20[__]-[__] SUBI Collection Account initially shall be established and there shall be maintained with the corporate trust department of [__________], as Indenture Trustee.
(d) Pursuant to Section 5.01 of the Trust Agreement, the Owner Trustee will establish (or will cause the Indenture Trustee to establish) an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Trust which shall be designated the Reserve “Certificate Distribution Account” (initially at [__________]). The Certificate Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrust Certificateholders.
(de) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account. All of the Accounts shall be non-interest bearing. If the 20[__]-[__] SUBI Collection Account is no longer maintained in the corporate trust department of the Indenture Trustee, and shall cause the Indenture Trustee at any time does not have the ratings specified in either clause (a) or (b) of the definition of “Required Deposit Rating,” the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause the 20[__]-[__] SUBI Collection Account to transfer any cash and/or any investments to such new Accountbe moved in accordance with the Vehicle Trust Agreement.
Appears in 1 contract
Sources: Indenture (BMW Auto Leasing LLC)
Accounts. (a) There shall be established As and there shall be maintained an Eligible Account (initially at when required under the Indenture Trustee) until terms of this Agreement, the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Servicer Parties shall establish and maintain with the Indenture Trustee and Lock-Box Account in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of receiving Collections and other amounts to be paid hereunder. The Trust Collection Lock-Box Account shall be under an Eligible Account and shall be a segregated trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroLock-Box Bank.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee and Collection Account in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of receiving Collections from the Specified Amount and Lock-Box Account. The Principal Distribution Collection Account shall be under an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCollection Account Bank.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee and Reserve Account in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of holding the Required Reserve Account Amount. The Reserve Account shall be under an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCollection Account Bank.
(d) All monies deposited from time to time The Servicer shall establish the Excess Collections Account in the Accounts pursuant to this Indenture or name of the other Transaction Documents Seller for the benefit of the Agent. The Excess Collections Account shall be held by an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the Indenture Trustee as part Collection Account Bank.
(e) All or a portion of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds amounts on deposit in the Collection Account, the Reserve Account, the Lock-Box Accounts and the Excess Collections Account shall be invested and reinvested by the Agent by written direction to the Collection Account Bank or the Lock-Box Bank, as the case may be, in one or more Permitted Investments bearing interest or sold at discount. No such investment shall mature later than One Business Day prior to the next Distribution Date. All income or other gains from investment of moneys deposited in the Collection Account, the Reserve Account, the Lock-Box Account and the Excess Collections Account shall be deposited into by the Trust Agent in the Collection Account immediately upon receipt, and any loss resulting from such investment shall be deemed to constitute a portion of Available Funds for deducted from the related Payment Dateamount on deposit in the applicable account. If any amounts are needed for disbursement from the Collection Account, the Excess Collections Account, the Lock-Box Accounts or the Reserve Account and sufficient uninvested funds are not available therein to make such disbursement, the Agent shall cease cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Account to make such disbursement. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Agent (including any written standing investment direction). In no event shall the Collection Account Bank be liable for the Agent's selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Agent to provide timely written investment direction.
(f) If at any time the Collection Account, the Excess Collections Account, the Lock-Box Accounts or the Reserve Account ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee Agent shall transfer such account to another institution such that such account no longer qualifies), until shall meet the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be requirements of an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
(g) None of the Seller, Servicer or Sub-Servicer shall create, incur, assume or suffer to exist any Lien (other than a Lien contemplated under this Agreement) upon the Lock-Box Account, Collection Account, Reserve Account or Excess Collections Account; provided, that, with the written consent of the Agent, a Lien may be placed upon the Lock-Box Account so long as the Agent is also granted a Lien thereon pursuant to an intercreditor arrangement satisfactory to the Agent. Any breach of this Section 11.14(g) shall constitute an immediate Event of Default hereunder.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Champion Enterprises Inc)
Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee Collection Account and the Certificate Account in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Trustee for the benefit of the NoteholdersCertificateholders and, to the extent herein provided, for the benefit of the Surety Bond Issuer. The Trust Collection Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee so long as (i) the deposits of the Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained as a fully segregated trust account. All amounts held in the Collection Account (other than Purchase Amounts) shall be invested in Permitted Investments by the Trustee, at the written direction of the Servicer, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Purchase Amounts deposited on a Deposit Date shall not be invested. Such written direction shall certify that any such investment is authorized by this Section 14.1 and complies with the requirements of Permitted Investments as set forth in Schedule C. The Certificate Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Certificate Account is maintained as a fully segregated trust account. The amounts in the Certificate Account shall not be invested. Should the deposits of the Trustee no longer have the Required Deposit Rating and the Collection Account or the Certificate Account, as applicable, shall not be maintained as a fully segregated trust account, then the Servicer shall, with the Trustee's assistance as necessary, cause the Certificate Account and/or the Collection Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the sole dominion and control laws of the Indenture Trustee until United States of any state thereof, the Outstanding Note Amount has been reduced to zerodeposits of which shall have the Required Deposit Rating.
(bi) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, Depositor shall establish and maintain with the Indenture Trustee and Reserve Account in the name of the Issuing Entity, Collateral Agent which shall be pledged to the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held Trustee for the benefit of the Noteholders. The Principal Distribution Account shall be under Certificateholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSurety Bond Issuer. The Reserve Account shall be a segregated, non-interest-bearing trust account initially established and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Reserve Account is maintained as a fully segregated trust account. The Reserve Account shall not be property of the Trust. All amounts held in the Reserve Account shall be invested in Permitted Investments by the Collateral Agent, at the written direction of the Depositor, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Such written direction shall certify that any such investment is authorized by this Section 10.1 and comply with the requirements of Permitted Investments as set forth in Schedule C. Should the deposits of the Collateral Agent no longer have the Required Deposit Rating or the Reserve Account shall not be maintained as a fully segregated trust account, then the Depositor shall, with the Collateral Agent's assistance as necessary, cause the Reserve Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the sole dominion and control laws of the Indenture Trustee until United States or any state thereof, the Outstanding Note Amount has been reduced to zerodeposits of which shall have the Required Deposit Rating.
(dii) All monies On the date of the issuance of the Certificates, the Depositor shall cause the Reserve Account Initial Deposit to be deposited into the Reserve Account. The Depositor hereby grants to the Collateral Agent for the benefit of the Certificateholders and the Surety Bond Issuer a security interest in and to the Reserve Account and any and all Account Property credited thereto from time to time, including, but not limited to, Permitted Investments, to secure payment of the Certificates according to their terms. Amounts held from time to time in the Accounts pursuant Reserve Account will continue to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part Collateral Agent for the benefit of the Collateral Certificateholders and the Surety Bond Issuer, but the Reserve Account shall not be an asset of the Trust. Funds held in the Reserve Account shall be applied remitted to the purposes herein provided; providedDepositor upon the Depositor's written request upon the termination of the Trust. By acceptance of their Certificates or interest therein and by execution and delivery of the Reimbursement Agreement by the Surety Bond Issuer, that on each Determination Date all interest the Certificateholders and other investment earnings (net of losses Certificate Owners and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and Surety Bond Issuer, respectively, shall be deemed to constitute a portion have appointed [ ] as Collateral Agent. [ ] hereby accepts such appointment as Collateral Agent.
(iii) With respect to the Account Property in respect of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Reserve Account, the Collateral Agent agrees that:
A. any Account Property that is held in deposit accounts shall be held solely in a bank with the Required Deposit Rating; and each such bank with the Required Deposit Rating shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto;
B. any Account Property that constitutes Physical Property shall be delivered to the Collateral Agent in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Collateral Agent, or a financial intermediary (as such term is defined in Section 8-313(4) of the Relevant UCC) acting solely for the benefit of the Certificateholders;
C. any Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered to the Collateral Agent in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and
D. any Account Property that is an "uncertificated security" under Article 8 of the Relevant UCC and that is not governed by clause (C) above shall be delivered to the Collateral Agent in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Collateral Agent, pending maturity or disposition, through continued registration of the Collateral Agent's (or its nominee's) ownership of such security. Effective upon Delivery of any Account Property in the form of Physical Property, book-entry securities or uncertificated securities, the Collateral Agent shall be deemed to have purchased such Account Property for value, in good faith and without notice of any adverse claim thereto.
(iv) The Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (upon written notice from including, without limitation, any financing statements under the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced Relevant UCC or this Agreement) as may be determined to zero, shall, as be necessary, assist in order to perfect the Administrator within 10 Business Days (or such longer periodinterests created by this Section 10.1(b) and otherwise effectuate the purposes, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account terms and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountconditions of this Section 14.1(b).
Appears in 1 contract
Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at On or prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zerodate hereof, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and shall establish in the name of the Issuing Entityits name, as Indenture Trustee, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Reimbursement Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Payment Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that and the funds on deposit therein are held for the benefit of the NoteholdersFunding Account. The Reserve Account shall be under the sole dominion and control of Except as provided in this Indenture, the Indenture Trustee until Trustee, in accordance with the Outstanding Note Amount has been reduced terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to zero.
(d) the Accounts. Funds in the Accounts shall not be commingled with any other monies. All monies deposited from time to time in the Accounts pursuant to this Indenture (including any securities or the other Transaction Documents instruments in which such monies are invested) shall be held by and under the control of the Indenture Trustee in the Accounts for the benefit of the Secured Parties and the Issuer as herein provided. All amounts received by the Indenture Trustee, including, without limitation, amounts received from the REMIC Trustees in respect of the Aggregate Receivables and Repurchase Prices received from the Seller, shall be deposited into the Reimbursement Account within one (1) Business Day following receipt by the Indenture Trustee and shall be applied in accordance with the terms of this Indenture. In addition, the Issuer may, from time to time, deposit additional funds into the Reimbursement Account to be applied for the purposes set forth herein.
(b) All of the funds on deposit in the Accounts may be invested and reinvested by the Indenture Trustee at the written direction of the Agent in one or more Permitted Investments, subject to the following requirements:
(i) such Permitted Investments shall mature not later than one Business Day prior to the next Payment Date or Funding Date whichever is sooner (except that if such Permitted Investment is an obligation of the Indenture Trustee, such Permitted Investment shall not mature later than the next Payment Date or Funding Date whichever is sooner);
(ii) the securities purchased with the monies in the Accounts shall be deemed to be funds deposited in the related Accounts;
(iii) each such Permitted Investment shall be made in the name of the Indenture Trustee (in its capacity as such) or in the name of a nominee of the Indenture Trustee under the Indenture Trustee's complete and exclusive dominion and control (or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, a Permitted Investment may be made in such instrument notwithstanding that such instrument is not under the dominion and control of the Indenture Trustee, provided that such pledge is so registered);
(iv) the Indenture Trustee shall have the sole control over such investment, the income thereon and the proceeds thereof;
(v) other than the investments described in the second parenthetical phrase in clause (iii) above, any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee or its agent; and
(vi) the proceeds of each investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit in the related Account, subject to withdrawal by the Indenture Trustee as part provided herein. In the absence of written direction from the Collateral and shall be applied to the purposes herein provided; providedIssuer, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be invested by the Indenture Trustee in Permitted Investments described in clause (v) of the definition thereof. All amounts earned on Permitted Investments shall be deposited into the Note Payment Account on each Payment Date and shall be included in the Available Amount for such Payment Date.
(c) The REMIC Servicer shall cause all collections in respect of the Assets included in each REMIC Trust Collection to be deposited into the related Certificate Account pursuant to the related REMIC Pooling Agreement, not later than two Business Days following receipt by the REMIC Servicer or the REMIC Sub-Servicer. The REMIC Servicer shall cause daily automated clearing house ("ACH") debits pursuant to which all P&I Advance Reimbursement Amounts are transferred to the Reimbursement Account from the Certificate Accounts maintained pursuant to the REMIC Pooling Agreements within one (1) Business Day after deposit into the related Certificate Account. All P&I Advance Reimbursement Amounts received from the REMIC Trusts shall be deposited into the Reimbursement Account on a daily basis. In addition, the REMIC Servicer shall cause any Extension Advances to be treated as P&I Advance Reimbursement Amounts up to the Receivables Balance of the Aggregate Receivables with respect to the Assets for which such Extension Advances are being made. Any such portion of an Extension Advance shall be deposited in the Reimbursement Account on a daily basis, in each case within one (1) Business Day after deposit into the related Certificate Account. Such deposit shall constitute reimbursement of the related Aggregate Receivables with respect to the related Assets and the contractual right to receive reimbursement for the Extension Advances shall not constitute Collateral.
(d) On any Business Day during the Funding Period, the Issuer may deliver, or cause to be delivered, to the Indenture Trustee, the Agent and the Noteholders a report in substantially the form of Exhibit E hereto demonstrating that an Excess Amount exists (an "Excess Amount Payment Report"), demonstrating that the Collateral Coverage Requirement is satisfied on such date, and stating the amount of the Excess Amount as of such date, the amount of funds on deposit in the Reimbursement Account on such date, the amount of the Expense Reserve for the next upcoming Payment Date, and the amount to be paid to the Issuer pursuant to this Section 2.09(d). The Indenture Trustee shall be entitled to rely conclusively on any such Excess Amount Payment Report. The Excess Amount Payment Report on any Funding Date may be part of the related Funding Date Report, and no report separate from the Funding Date Report shall be required for an Excess Amount payment that is to be made on a Funding Date. If the Funding Date Report states that the Collateral Coverage Requirement is satisfied, then the Indenture Trustee shall withdraw from the Reimbursement Account, and shall remit to the Issuer, cash in an amount requested by the Issuer up to the Excess Amount. For purposes of this Section 2.09(d), to the extent the Indenture Trustee receives P&I Advance Reimbursement Amounts later than 2:00 PM Eastern time on a Business Day, such funds shall be deemed to constitute have been received on the following Business Day. Notwithstanding the foregoing, no payment in respect of the Excess Amount shall be made during the period from the end of a portion Collection Period through the Payment Date occurring in the following month.
(e) Upon the satisfaction and discharge of Available Funds for the related Payment Date. If any Account shall cease this Indenture pursuant to be an Eligible AccountSection 3.01 of this Indenture, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)shall pay to the Issuer all amounts, until if any, held by it remaining as part of the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new AccountTrust Estate.
Appears in 1 contract
Sources: Indenture (Oakwood Homes Corp)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the Trust Collection Account “Note Distribution Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.
(iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes.
(v) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight.
(vi) Funds on deposit in the Swap Termination Payment Account (to the extent such account is established under Section 5.09(b)) and the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Swap Termination Payment Account and the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Investment earnings on funds deposited in the Swap Termination Payment Account and the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(i) The Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Hyundai Abs Funding Corp)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2010-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2010-2)
Accounts. (a) There shall be established As and there shall be maintained an Eligible Account (initially at when required under the Indenture Trustee) until terms of this Agreement, the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Servicer Parties shall establish and maintain with the Indenture Trustee and Lock-Box Account in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of receiving Collections and other amounts to be paid hereunder. The Trust Collection Lock-Box Account shall be under an Eligible Account and shall be a segregated trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroLock-Box Bank.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee and Collection Account in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of receiving Collections from the Specified Amount and Lock-Box Account. The Principal Distribution Collection Account shall be under an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCollection Account Bank.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee and Reserve Account in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of holding the Required Reserve Account Amount. The Reserve Account shall be under an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCollection Account Bank.
(d) All monies deposited from time to time The Servicer shall establish the Excess Collections Account in the Accounts pursuant to this Indenture or name of the other Transaction Documents Seller for the benefit of the Agent. The Excess Collections Account shall be held by an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the Indenture Trustee as part Collection Account Bank.
(e) All or a portion of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds amounts on deposit in the Collection Account, the Reserve Account, the Lock-Box Accounts and the Excess Collections Account shall be invested and reinvested by the Agent by written direction to the Collection Account Bank or the Lock-Box Bank, as the case may be, in one or more Permitted Investments bearing interest or sold at discount. No such investment shall mature later than One Business Day prior to the next Distribution Date. All income or other gains from investment of moneys deposited in the Collection Account, the Reserve Account, the Lock-Box Account and the Excess Collections Account shall be deposited into by the Trust Agent in the Collection Account immediately upon receipt, and any loss resulting from such investment shall be deemed to constitute a portion of Available Funds for deducted from the related Payment Dateamount on deposit in the applicable account. If any amounts are needed for disbursement from the Collection Account, the Excess Collections Account, the Lock-Box Accounts or the Reserve Account and sufficient uninvested funds are not available therein to make such disbursement, the Agent shall cease cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Account to make such disbursement. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Agent (including any written standing investment direction). In no event shall the Collection Account Bank be liable for the Agent's selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Agent to provide timely written investment direction. The Servicer shall promptly deposit into the Collection Account, the Reserve Account, any Lock-Box Account 103 or the Excess Collections Account, as applicable, an amount of funds equal to any losses incurred as a result of the liquidation of any investment of funds in such account prior to its stated maturity.
(f) If at any time the Collection Account, the Excess Collections Account, the Lock-Box Accounts or the Reserve Account ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee Agent shall transfer such account to another institution such that such account no longer qualifies), until shall meet the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be requirements of an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
(g) None of the Seller, Servicer or Sub-Servicer shall create, incur, assume or suffer to exist any Lien (other than a Lien contemplated under this Agreement) upon the Lock-Box Account, Collection Account, Reserve Account or Excess Collections Account; provided, that, with the written consent of the Agent, a Lien may be placed upon the Lock-Box Account so long as the Agent is also granted a Lien thereon pursuant to an intercreditor arrangement satisfactory to the Agent. Any breach of this Section 11.14(g) shall constitute an immediate Event of Default hereunder.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Champion Enterprises Inc)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [______]) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityPaying Agent on behalf of the Owner Trustee, which is designated as the Trust Collection Account bearing “Reserve Fund.” The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Paying Agent on behalf of the Owner Trustee.
(b) There The Issuer shall be established cause the Indenture Trustee, prior to the Closing Date, to establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in the name of the Issuing Entity, the Principal “Note Distribution Account”. The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.
(c) There Pursuant to the [____]-[_] SUBI Supplement, the Servicer shall establish and the Indenture Trustee shall maintain, in the name of the Trust, for the exclusive benefit of the holders of interests in the [____]-[_] SUBI, the [____]-[_] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The [____]-[_] SUBI Collection Account initially shall be established and there shall be maintained with the Indenture Trustee.
(d) Pursuant to Section 5.01 of the Trust Agreement, the Owner Trustee will establish (or will cause the Indenture Trustee to establish) an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Trust which shall be designated the Reserve “Certificate Distribution Account” (initially at [______]). The Certificate Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrust Certificateholders.
(de) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and Account. All of the Accounts shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountbe non-interest bearing.
Appears in 1 contract
Sources: Indenture (BMW Auto Leasing LLC)
Accounts. (a) There Prior to the Closing Date there shall have been established (i) a DCS Deposit Account, pursuant to which DCS shall deposit collections on the DCS Receivables, as more specifically described in the DCS Servicing Agreement, (ii) a Ford Credit Deposit Account, pursuant to which Ford Credit shall deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement and (iii) a Volvo Finance Deposit Account, pursuant to which Volvo Finance shall deposit collections on the Volvo Finance Receivables, as more specifically described in the Volvo Finance Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution. Pursuant to the Data Administration Agreement, on or prior to each Payment Date, the Data Administrator shall instruct the Depository Institution to withdraw from each such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Trust deposited from time to time in the foregoing deposit accounts shall be established and there shall be maintained an Eligible Account (initially at held by the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Depository Institution for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be available to make payments in respect of the Notes or the Certificates.
(b) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank", as Indenture Trustee, as secured party from Whole Auto Loan Trust 2002-1", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer and/or Depository Institution may make deposits to, and the Indenture Trustee until may (following written instruction of the Outstanding Note Amount has been reduced Data Administrator or the Servicer) make withdrawals from, the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and without further consent of the Issuer. All monies deposited from time to time in the name of Collection Account shall be held by the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the depository institution or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).
(c) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(d) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "Whole Auto Loan Trust 2002-1 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Owner Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts Certificate Distribution Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit as provided in the Accounts shall be deposited into Basic Documents. In the Trust Collection event that the Certificate Distribution Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) ). The Certificate Distribution Account will be established and maintained pursuant to establish a new Account at an institution at account agreement which it shall be an Eligible Account and shall cause specifies New York law as the Indenture Trustee to transfer any cash and/or any investments to such new Accountgoverning law.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Bear Stearns Asset Backed Fund Inc Whole Auto Loan Tr 2002-1)
Accounts. (a) There 6.1 The Finance Officer shall provide such imprest accounts as he/she considers appropriate after consultation with the the Chief Executive.
6.2 The Finance Officer may arrange for bank accounts to be opened for use by holders of imprest accounts. Such bank accounts shall not be overdrawn, and it shall be established and there a standing instruction to the bank concerned that any departure from this regulation is reported immediately to the Finance Officer.
6.3 The Chief Executive shall be maintained responsible for the control and operation of the imprest account in accordance with instructions issued by the Finance Officer.
6.4 No sums received on behalf of ALG may be paid into an Eligible Account imprest account, but shall be banked separately or paid to ALG promptly as may be directed by the Finance Officer.
6.5 Payments from imprest accounts shall be limited to minor items, unobtainable through Creditors or Stores and ineligible for reimbursement through Payroll, the maximum value of which shall be £50 (initially inclusive of VAT), unless specific dispensation has been provided to the Chief Executive by the Finance Officer. All payments shall be supported by vouchers and all receipts, where appropriate, relating to expenditure from an imprest must be attached to the relevant voucher.
6.6 To satisfy the requirements of external auditors, imprest holders shall provide the Finance Officer with certificates annually to certify the balance held. These certificates must be sent to Finance Officer promptly after the end of the appropriate financial year. (Blank certificates will be provided to the imprest holders for this purpose by the Finance Officer before the end of each financial year).
6.7 Claims for the reimbursement of imprest accounts should be made at regular monthly intervals, following a full reconciliation of the Indenture Trustee) account and, in any event, frequently enough for the relevant bank account to remain in credit until the Outstanding Note Amount reimbursement is reduced received. Imprest reimbursement forms are to be provided by the Finance Officer.
6.8 It shall be the duty of the Chief Executive to notify the Finance Officer sufficiently in advance of the impending resignation or departure of the imprest account holder. When an imprest account holder leaves the service of ALG, he or she shall account to the Finance Officer for the amount advanced.
6.9 The general principle of imprest accounting is that at any time the cash balance, together with the aggregate value of any receipts on hand, unreimbursed claims and cheques not credited, should total the approved imprest account balance. At no stage should the cash balance be allowed to fall below zero. Income and change floats shall be kept separately from the imprest cash at all times, and shall not be used to fund cash expenditure.
6.10 If it becomes apparent that the current level of imprest is insufficient, the items on which the imprest is designated expended shall be reviewed. If it is clear that there is no reasonable alternative to expenditure through the “Trust Collection Account”imprest, a formal request in writing to have it increased shall be made to the Finance Officer. The ServicerSimilarly, if it becomes apparent that exceptional circumstances mean a temporary increase/decrease is required then a formal request is to be submitted to the Finance Officer. Further, sub-floats must not be issued from an imprest without the prior approval of the Finance Officer.
6.11 No officer shall authorise his or her own claims from an imprest account. Claims are to be authorised by the Chief Executive. Certification by or on behalf of the Noteholders, Chief Executive shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating be taken to mean that the funds on deposit therein certifying officer is satisfied that the expenses and allowances claimed are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion properly and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeronecessarily incurred and are properly payable.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, 6.12 Expenditure which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as should form part of the Collateral payroll system, eg clothing and car allowances, shall not be applied processed through imprest accounts.
6.13 All non-computerised records relating to imprest accounts should be maintained in ink.
6.14 The encashment of personal cheques and the purposes herein provided; providedadvancing of loans from an imprest is strictly forbidden.
6.15 The only bank charges which should be incurred, that on each Determination Date all interest and other investment earnings (net in respect of losses and investment expenses) on funds on deposit imprests operated via a bank account, are those in the Accounts shall normal course of operation of the account. As can be deposited into the Trust Collection Account and shall seen from Financial Regulation 6.2, bank charges in respect of overdrawn accounts should not be deemed to constitute a portion of Available Funds for the related Payment Dateincurred. If they have been incurred, however, they should be debited to an appropriate expenditure code and reclaimed on the imprest reimbursement form.
6.16 All Departments holding ▇▇▇▇▇ cash should ensure that, at all times, cash is adequately secured. As a minimum this should be in a cash box within a lockable drawer. Amounts in excess of £50 should be kept overnight in a safe or lockable cupboard with very restricted access.
6.17 Whenever any Account shall cease to be an Eligible Accountmatter arises which involves or may suggest irregularities affecting a ▇▇▇▇▇ cash imprest system, the Servicer (upon written notice Chief Executive shall notify the Finance Officer forthwith. This Regulation also applies in the event of any loss from the Indenture Trustee that such account no longer qualifies)imprest account, until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountidentified during reconciliation.
Appears in 1 contract
Sources: Governing Agreement
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2012-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2012-2)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2011-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2011-1)
Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2001-1", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent).
(b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2001-1 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to such new Accountwhich each Rating Agency may consent). The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Usaa Federal Savings Bank Usaa Auto Owner Trust 2001-1)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2006-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2006-2)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2013-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2013-2)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2010-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2010-3)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at The Chase Manhattan Bank) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection Account bearing "Reserve Fund." The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee.
(b) There shall be established The Transferor shall, prior to the Closing Date, establish and there shall be maintained maintain an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee on behalf of the Senior Noteholders, which shall be designated as the Principal "Note Distribution Account". The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Senior Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Administration Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
Appears in 1 contract
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2009-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2009-1)
Accounts. (a) There shall be The Servicer has established and there various accounts in the name of the Indenture Trustee (the "Local Collection Accounts"), at the locations identified on Schedule IV. Each Local Collection Account shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the amounts deposited thereto and held therein are for the benefit of the Issuer, as provided in the Local Collection Account Agreement. All payments on the Receivables mailed by Obligors or any other Person to the Local Post Office Boxes or otherwise delivered to the Servicer shall be deposited on a daily basis into the applicable Local Collection Account, from which they will be swept within two Business Days to the Collection Account. Amounts on deposit in any Local Collection Account shall not be invested.
(initially at i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established, an account in the name of the Indenture Trustee) until Trustee (the Outstanding Note Amount is reduced to zero"Collection Account"), which is designated shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the “Trust amounts deposited thereto are held for the benefit of the Noteholders and Certificateholders. The Servicer shall cause the Indenture Trustee to sweep any amounts deposited to any Local Collection Account”. , on or with respect to the Receivables into the Collection Account as promptly as possible, but in no event later than the second Business Day following receipt thereof in the Local Collection Accounts.
(ii) The Servicer, on behalf for the benefit of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Note Distribution Account"), the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(biii) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Pre-Funding Account"), the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCertificateholders.
(civ) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Capitalized Interest Account"), the Reserve Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Reserve Noteholders and the Certificateholders.
(v) Funds on deposit in the Collection Account, the Capitalized Interest Account, the Pre-Funding Account and the Note Distribution Account (collectively, the "Trust Accounts") shall be under the sole dominion and control of invested by the Indenture Trustee until in Eligible Investments selected in writing by the Outstanding Note Amount has been reduced to zero.
(d) Servicer or, if an Insurance Agreement Event of Default shall have occurred and be continuing, the Security Insurer. All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents such Eligible Investments shall be held by the Indenture Trustee as part for the benefit of the Collateral Noteholders and shall be applied to the purposes herein providedCertificateholders or the Noteholders, as applicable; providedprovided that, that on each Payment Determination Date all interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds the Interest Distribution Amount for the related Payment Distribution Date. If Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Distribution Date. Funds deposited in a Trust Account on a day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(vi) The Indenture Trustee shall not be held liable in any way by reason of any insufficiency in the Collection Account resulting from any loss on an Eligible Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms.
(i) The Indenture Trustee and, to the extent provided herein, the Security Insurer shall cease possess all right, title and interest in all funds received in the Local Post Office Boxes and all funds on deposit from time to time in the Local Collection Accounts, the Trust Accounts and in all proceeds thereof (including all income thereon), subject to the Local Collection Account Agreement. The Local Post Office Boxes, the Local Collection Accounts and the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Noteholders and the Certificateholders, as the case may be subject to the Local Collection Account Agreement. If, at any time, any Local Collection Account or Trust Account ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Local Collection Account at an institution at which it shall be or Trust Account, as applicable, as an Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments from the account that is no longer an Eligible Deposit Account to such the new Local Collection Account or Trust Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.02(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee;
(C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
(iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Sources: Sale and Servicing Agreement (First Merchants Acceptance Corp)
Accounts. (ai) There Depomed and Newco shall, and Collegium shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zerocause Newco to, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a Financial Institution reasonably satisfactory to Depomed, in the name of Depomed and Newco a sales account (the Issuing Entity“Sales Account”). Such account and any amounts deposited therein shall be pledged in favor of Depomed to secure the payment obligations of Newco and Collegium owed to Depomed pursuant to Section 7.3, and shall be subject to a first priority Lien and “control” (as defined in the Trust Collection Account bearing applicable Uniform Commercial Code) pursuant to a designation clearly indicating that deposit account control agreement or securities account control agreement in form and substance reasonably acceptable to Depomed (the funds on deposit therein are held for “Control Agreement”). The Control Agreement shall be entered into by Depomed, Newco and the benefit applicable Financial Institution as of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroClosing Date.
(bii) There Newco shall, and Collegium shall cause Newco to, cause all amounts from gross sales of the Payment-Bearing Products to be deposited directly into the Sales Account (including, requiring all Customers of the Payment-Bearing Products to remit all payments owed to Collegium or any of its Affiliates or any other Sublicensees directly into the Sales Account) and, on a daily basis, thirty-five percent (35%) of such day’s deposits (the “Newco Deposits”) shall be established swept into an account designated by Depomed until the Minimum Quarterly Payment obligation is satisfied for each calendar quarter, and there sixty-five percent (65%) shall be maintained swept into an Eligible Account account designated by Newco. Once the Minimum Quarterly Payment obligation is satisfied for a given calendar quarter, then one hundred percent (initially at the Indenture Trustee100%) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the NoteholdersNewco Deposits shall be swept into an account designated by Newco. The sweep mechanism shall not be subject to change and shall be the only mechanism for disbursing funds from the Sales Account, shall establish unless in a writing signed by both Depomed and maintain with the Indenture Trustee and Newco; provided that upon an “Event of Default” (as defined in the name of the Issuing EntityCollateral Agreement), the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be Depomed may exercise all remedies granted under the sole dominion and control Collateral Agreement. Based on Newco’s reports provided to Depomed calculating amounts payable under Section 7.3, Depomed shall refund to Newco any amounts overpaid to Newco from the Newco Deposits within ten (10) Business Days of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroreceiving such reports.
(ciii) There Newco shall, and Collegium shall cause Newco to, pay all fees, expenses and charges of the Financial Institution at which the Sales Account is maintained. Neither Newco nor Collegium shall have any right to terminate the Financial Institution at which the Sales Account is maintained without Depomed’s prior written consent. Any such consent, which Depomed may grant or withhold in its sole and absolute discretion, shall be established and there subject to the satisfaction of each of the following conditions to the satisfaction of Depomed: (A) the successor Financial Institution shall be maintained an Eligible Account acceptable to Depomed; (initially B) Depomed shall have received evidence that all of the applicable parties making payments in respect of sales of the Payment-Bearing Product have been instructed to remit all future payments in respect of sales of the Payment-Bearing Product to the new accounts held at the Indenture Trusteesuccessor Financial Institution; and (C) until Depomed shall have received evidence to its satisfaction necessary to secure Depomed’s security interest in the Outstanding Note Balance is reduced to zeroSales Account, which is designated as including the “Reserve Account.” The Servicer, on behalf execution and delivery of the Noteholders, shall establish Control Agreement in favor of Depomed in form and maintain substance satisfactory to Depomed. Certain information in this document has been omitted and filed separately with the Indenture Trustee Securities and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersExchange Commission. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount Confidential treatment has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied requested with respect to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountomitted portions marked [***].
Appears in 1 contract
Sources: Commercialization Agreement (Collegium Pharmaceutical, Inc)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2012-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2012-1)
Accounts. (a) There The Indenture Trustee shall be established establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and there shall be maintained an Eligible the Collection Account (initially at collectively, the Indenture Trustee"Accounts") until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee for the benefit of the NoteholdersNoteholders and the Note Insurer, as their interests may appear. The Trust Collection Account shall be under a segregated account established with the sole dominion Collection Account Depository and control the remaining foregoing Accounts and funds shall be segregated accounts established with the Corporate Trust Office of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Each Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account; provided that if an Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the Servicer (upon written notice from date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that such account an Account is no longer qualifies)an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided that amounts paid under the Note Guaranty Insurance Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank or an Affiliate thereof is the investment adviser or the investment manager may be held until the Outstanding Note Amount has been reduced date on which funds are intended to zero, shall, as necessary, assist the Administrator within 10 Business Days (or be used. The Indenture Trustee shall not be responsible for any losses incurred on any such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause investments unless the Indenture Trustee to transfer any cash and/or or an Affiliate thereof is the obligor under such investments. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated maturity or the failure of the Administrator to provide written directions. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such new Account; provided, however, that on each Transfer Date, the Indenture Trustee shall transfer all amounts received as earnings on or income from any investments or reinvestments of funds in the Accounts to the Revenue Fund prior to making any of the transfers or payments referred to in Section 5.05(c) hereof.
Appears in 1 contract
Sources: Indenture (Capital One Auto Receivables Trust 2001-B)
Accounts. (a) There Prior to the Closing Date there shall have been established (i) the Ford Credit Deposit Account, to which Ford Credit has agreed to deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement, (ii) a Huntington Deposit Account, to which Huntington has been directed to remit collections on the Huntington Receivables in accordance with the Huntington Servicing Agreement and (iii) a Fidelity Deposit Account, to which Fidelity shall deposit collections on the Fidelity Receivables, as more specifically described in the Fidelity Purchase and Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution, which shall be established and there a "federally insured depository institution" as specified in Item 1122(d)(2)(v) of Regulation AB. No checks shall be maintained an Eligible Account (initially at issued, printed or honored with respect to any such account. On the Indenture Trustee) until the Outstanding Note Amount is reduced Business Day prior to zeroeach Payment Sale and Servicing Agreement 2007-1 Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and is hereby instructed to withdraw from each such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Issuer deposited from time to time in the name of foregoing deposit accounts shall be held by the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Depository Institution for the benefit of the Noteholders. The Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by the Seller or other third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be under the sole dominion and control available to make payments in respect of the Indenture Trustee until Notes or the Outstanding Note Amount has been reduced to zeroCertificates.
(b) There shall The Indenture Trustee shall, prior to the Closing Date, cause to be established and there shall be maintained an two Eligible Account (Deposit Accounts in the name "The Bank of New York, as Indenture Trustee and as secured party for GS Auto Loan Trust 2007-1", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “"Collection Account" and the "Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders," respectively. The Collection Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee. In addition, the Collection Account and the Principal Distribution Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee until without further consent of the Outstanding Note Amount has been reduced Issuer. All monies deposited from time to zerotime in the Collection Account and the Principal Distribution Account shall be held by the Indenture Trustee as secured party for the benefit of the Indenture Secured Parties and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account and the Principal Distribution Account shall be made only upon the terms and conditions of the Basic Documents.
(c) There All amounts held in the Collection Account and the Principal Distribution Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the depository institution or trust company then maintaining the Collection Account and the Principal Distribution Account in specified Permitted Investments that mature not later than the second Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account or the Principal Distribution Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Indenture Trustee shall cause an Eligible Deposit Account to be established as the Collection Account or Principal Distribution Account, as applicable, within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).
(d) The Indenture Trustee shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and there shall be maintained an Eligible Account (maintained, in the name "GS Auto Loan Trust 2007-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “Reserve "Certificate Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders". The Reserve Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) Owner Trustee. All monies deposited from time to time in the Accounts Certificate Distribution Account pursuant to this Sale and Servicing Agreement 2007-1 Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit as provided in the Accounts shall be deposited into Basic Documents. In the Trust Collection event that the Certificate Distribution Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until shall cause an Eligible Deposit Account to be established as the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Certificate Distribution Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause give written notice of the Indenture Trustee location and account number of such account to transfer any cash and/or any investments to such new Accountthe Owner Trustee.
Appears in 1 contract
Sources: Sale and Servicing Agreement (GS Auto Loan Trust 2007-1)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) [Reserved.]
(iv) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. 29 (2015-C Sale and Servicing Agreement)
(v) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(vi) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2015-C)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2007-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2007-2)
Accounts. (a) There Prior to the Closing Date there shall be have been established (i) the Ford Credit Deposit Account, to which Ford Credit has agreed to deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement, (ii) a Huntington Deposit Account, to which Huntington has been directed to remit collections on the Huntington Receivables in accordance with the Huntington Purchase and Servicing Agreement and (iii) a SST Deposit Account, to which SST shall deposit collections on the OSB Receivables, as more specifically described in the SST Servicing Agreement. Each of the forgoing deposit accounts were established and there shall initially be maintained an Eligible Account (initially at with the Indenture Trustee) until Depository Institution. On the Outstanding Note Amount is reduced Business Day prior to zeroeach Payment Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and is hereby instructed to withdraw from each such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Issuer deposited from time to time in the name of foregoing deposit accounts shall be held by the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Depository Institution for the benefit of the Noteholders. The Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by the Seller or other third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be under the sole dominion and control available to make payments in respect of the Indenture Trustee until Notes or the Outstanding Note Amount has been reduced to zeroCertificates.
(b) There shall The Indenture Trustee shall, prior to the Closing Date, cause to be established and there shall be maintained an two Eligible Account (Deposit Accounts in the name “JPMorgan Chase Bank, National Association, as Indenture Trustee and as secured party for GS Auto Loan Trust 2005-1”, initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “Collection Account” and the “Principal Distribution Account.,” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersrespectively. The Collection Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee. In addition, the Collection Account and the Principal Distribution Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee until without further consent of the Outstanding Note Amount has been reduced Issuer. All monies deposited from time to zerotime in the Collection Account and the Principal Distribution Account shall be held by the Indenture Trustee as secured party for the benefit of the Indenture Secured Parties and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account and the Principal Distribution Account shall be made only upon the terms and conditions of the Basic Documents.
(c) There All amounts held in the Collection Account and the Principal Distribution Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the depository institution or trust company then maintaining the Collection Account and the Principal Distribution Account in specified Permitted Investments that mature not later than the second Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account or the Principal Distribution Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Indenture Trustee shall cause an Eligible Deposit Account to be established as the Collection Account or Principal Distribution Account, as applicable, within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).
(d) The Indenture Trustee shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and there shall be maintained an Eligible Account (maintained, in the name “GS Auto Loan Trust 2005-1 Certificate Distribution Account”, initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “Reserve Certificate Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders”. The Reserve Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) Owner Trustee. All monies deposited from time to time in the Accounts Certificate Distribution Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit as provided in the Accounts shall be deposited into Basic Documents. In the Trust Collection event that the Certificate Distribution Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until shall cause an Eligible Deposit Account to be established as the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Certificate Distribution Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause give written notice of the Indenture Trustee location and account number of such account to transfer any cash and/or any investments to such new Accountthe Owner Trustee.
Appears in 1 contract
Sources: Sale and Servicing Agreement (GS Auto Loan Trust 2005-1)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the Trust Collection Account “Note Distribution Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.
(iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes.
(v) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight.
(vi) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2008-A)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [ ]) in the name of the Indenture Trustee) Trustee until the Note Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection Account bearing “Reserve Fund.” The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Note Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee.
(b) There shall be established The Transferor shall, on or prior to the Closing Date, establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in the name of the Issuing Entity, the Principal “Note Distribution Account.” The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.
(c) There [Upon receipt by the Issuer of a Swap Termination Payment, the Indenture Trustee shall be established establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated the Indenture Trustee and “Swap Termination Account”. The Swap Termination Account shall be held in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held trust for the benefit of the Noteholders. The Reserve Swap Termination Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.]
(d) [The Indenture Trustee acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Counterparty may be required to post collateral with the Indenture Trustee to secure the Swap Counterparty’s obligations under the Swap Agreement. The Indenture Trustee shall establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders and the Swap Counterparty to hold such collateral if the Swap Counterparty is required to post collateral to secure the obligations under the Swap Agreement, which shall be designated the “Swap Collateral Account”. The Indenture Trustee further agrees to follow such written instructions relating to the administration of, and transfers from, such account, as may be delivered by (i) the Administrator or (ii) the Swap Counterparty, in each case subject to and in accordance with the terms of the Swap Agreement.]
(e) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Administration Agreement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Note Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Administrative Agent in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
Appears in 1 contract
Sources: Indenture (Ryder Truck Rental Lt)
Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-4", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.
(b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2005-4 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.
Appears in 1 contract
Sources: Sale and Servicing Agreement (USAA Auto Owner Trust 2005-4)
Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
(ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the Trust Collection Account “Note Distribution Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders.
(iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.
(iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes.
(v) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight.
(vi) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
(i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
(ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Hyundai Abs Funding Corp)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2015-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2015-2)
Accounts. (a) There shall be The Servicer has established and there various accounts in the name of the Indenture Trustee (the "Local Collection Accounts"), at the locations identified on Schedule C. Each Local Collection Account shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the amounts deposited thereto and held therein are for the benefit of the Issuer, as provided in the Local Collection Account Agreement. All payments on the Receivables mailed by Obligors or any other Person to the Local Post Office Boxes or otherwise delivered to the Servicer shall be deposited on a daily basis into the applicable Local Collection Account, from which they will be swept within two Business Days to the Collection Account. Amounts on deposit in any Local Collection Account shall not be invested.
(initially at i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established, an account in the name of the Indenture Trustee) until Trustee (the Outstanding Note Amount is reduced to zero"Collection Account"), which is designated shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the “Trust amounts deposited thereto are held for the benefit of the Noteholders and Certificateholders. The Servicer shall cause the Indenture Trustee to sweep any amounts deposited to any Local Collection Account”. Account on or with respect to the Receivables into the Collection Account as promptly as possible, but in no event later than the second Business Day following receipt thereof in the Local Collection Accounts.
(ii) The Servicer, on behalf for the benefit of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Note Distribution Account"), the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust .
(iii) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "Trust Accounts") shall be under the sole dominion and control of invested by the Indenture Trustee until in Eligible Investments selected in writing by the Outstanding Note Amount has been reduced to zero.
(b) There Servicer or, if an Insurance Agreement Event of Default shall have occurred and be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entitycontinuing, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurity Insurer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an All such Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Investments shall be held by the Indenture Trustee as part for the benefit of the Collateral Noteholders and shall be applied to the purposes herein providedCertificateholders or the Noteholders, as applicable; providedprovided that, that on each Payment Determination Date all interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds the Interest Distribution Amount for the related Payment Distribution Date. If Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Distribution Date. Funds deposited in a Trust Account on a day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(iv) The Indenture Trustee shall not be held liable in any way by reason of any insufficiency in the Collection Account resulting from any loss on an Eligible Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (c)
(i) The Indenture Trustee and, to the extent provided herein, the Security Insurer shall cease possess all right, title and interest in all funds received in the Local Post Office Boxes and all funds on deposit from time to time in the Local Collection Accounts and the Trust Accounts and in all proceeds thereof (including all income thereon), subject to the Local Collection Account Agreement. The Local Post Office Boxes, the Local Collection Accounts and the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Noteholders and the Certificateholders, as the case may be, subject to the Local Collection Account Agreement. If, at any time, any Local Collection Account or Trust Account ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Local Collection Account at an institution at which it shall be or Trust Account, as applicable, as an Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments from the account that is no longer an Eligible Deposit Account to such the new Local Collection Account or Trust Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.02(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
(iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Sources: Sale and Servicing Agreement (First Merchants Acceptance Corp)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2015-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2015-4)
Accounts. (a) There Prior to the Closing Date there shall have been established (i) the Ford Credit Deposit Account, to which Ford Credit has agreed to deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement, (ii) a Huntington Deposit Account, to which Huntington has been directed to remit collections on the Huntington Receivables in accordance with the Huntington Purchase and Servicing Agreement and (iii) a SST Deposit Account, to which SST shall deposit collections on the OSB Receivables, as more specifically described in the SST Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution, which shall be established and there a "federally insured depository institution" as specified in Item 1122(d)(2)(v) of Regulation AB. No checks shall be maintained an Eligible Account (initially at issued, printed or honored with respect to any such account. On the Indenture Trustee) until the Outstanding Note Amount is reduced Business Day prior to zeroeach Payment Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and is hereby instructed to withdraw from each such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Issuer deposited from time to time in the name of foregoing deposit accounts shall be held by the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Depository Institution for the benefit of the Noteholders. The Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by the Seller or other third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be under the sole dominion and control available to make payments in respect of the Indenture Trustee until Notes or the Outstanding Note Amount has been reduced to zeroCertificates.
(b) There shall The Indenture Trustee shall, prior to the Closing Date, cause to be established and there shall be maintained an two Eligible Account (Deposit Accounts in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee and as secured party for GS Auto Loan Trust 2006-1", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “"Collection Account" and the "Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders," respectively. The Collection Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee. In addition, the Collection Account and the Principal Distribution Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee until without further consent of the Outstanding Note Amount has been reduced Issuer. All monies deposited from time to zerotime in the Collection Account and the Principal Distribution Account shall be held by the Indenture Trustee as secured party for the benefit of the Indenture Secured Parties and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account and the Principal Distribution Account shall be made only upon the terms and conditions of the Basic Documents.
(c) There All amounts held in the Collection Account and the Principal Distribution Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the depository institution or trust company then maintaining the Collection Account and the Principal Distribution Account in specified Permitted Investments that mature not later than the second Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account or the Principal Distribution Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Indenture Trustee shall cause an Eligible Deposit Account to be established as the Collection Account or Principal Distribution Account, as applicable, within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).
(d) The Indenture Trustee shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and there shall be maintained an Eligible Account (maintained, in the name "GS Auto Loan Trust 2006-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “Reserve "Certificate Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders". The Reserve Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) Owner Trustee. All monies deposited from time to time in the Accounts Certificate Distribution Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit as provided in the Accounts shall be deposited into Basic Documents. In the Trust Collection event that the Certificate Distribution Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until shall cause an Eligible Deposit Account to be established as the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Certificate Distribution Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause give written notice of the Indenture Trustee location and account number of such account to transfer any cash and/or any investments to such new Accountthe Owner Trustee.
Appears in 1 contract
Sources: Sale and Servicing Agreement (GS Auto Loan Trust 2006-1)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2014-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2014-2)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2014-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2014-4)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2013-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2013-4)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2009-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2009-2)
Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 1997-B", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity, the Trust "Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersAccount". The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and without further consent of the Issuer. All monies deposited from time to time in the name of Collection Account shall be held by the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income
(b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(c) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name "PNC Bank, Delaware as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of PNC Bank, Delaware), which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee until as part of the Outstanding Note Amount has been reduced Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to zerobe maintained at the corporate trust department of PNC Bank, Delaware, the Servicer shall, with the Owner Trustee's assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.
(cd) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroClosing Date, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the Issuing Entitycorporate trust department of The Chase Manhattan Bank), which shall be designated as the Reserve "Payahead Account". The Payahead Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersObligors. The Reserve Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to zero.
(d) All monies deposited and withdrawals from time the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to time remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Accounts pursuant Payahead Account shall, to this Indenture the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the other Transaction Documents Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Payahead Account shall be deposited into withdrawn from the Trust Collection Payahead Account at the direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Payahead Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent).
(e) to establish a new Account Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at an institution least P-1 by Mood▇'▇, ▇▇ at which it shall be an Eligible Account least A-1 by Standard & Poor's and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.is at
Appears in 1 contract
Sources: Sale and Servicing Agreement (Ford Motor Credit Co)
Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection "Reserve Account". The Reserve Account bearing shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee.
(db) The Issuer shall cause the Transferor, prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders, which shall be designated as the "Note Distribution Account". The Note Distribution Account shall be held in trust for the benefit of the Noteholders. The Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee.
(c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents 2004-A Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Account, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.
Appears in 1 contract
Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-2", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero.
(b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.
(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate (or in the case of the Special Payment Date, the portion of such funds needed to make the final payment on each Determination Date all the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.
(b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2005-2 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Usaa Auto Owner Trust 2005-2)
Accounts. (a) There The Issuer shall be established and there shall be maintained an Eligible Account (initially at cause the Indenture Trustee) until Trustee to establish and maintain with the Outstanding Note Amount is reduced to zero, which is designated Securities Intermediary a segregated securities account in the “Trust Collection Account”. The Servicer, name of the Indenture Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in “Reserve Fund.” The Reserve Fund shall be held for the name benefit of the Issuing EntityNoteholders [and each Swap Counterparty], the Trust Collection Account bearing and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders [and each Swap Counterparty]. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee. The Reserve Fund initially shall be established with the corporate trust department of [_________________]. If at any time the Reserve Fund ceases to be held at an Eligible Institution, the Indenture Trustee until shall, within thirty (30) days (or such longer period in respect of which the Outstanding Note Amount has Rating Agency Condition shall have been reduced satisfied) following notification of such occurrence, establish a new Reserve Fund at an Eligible Institution and shall transfer any cash or investments to zerosuch new Reserve Fund. All deposits to and withdrawals from the Reserve Fund shall be made only upon the terms and conditions of the Basic Documents.
(b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, Issuer shall establish and maintain with the Indenture Trustee and Trustee, prior to the Closing Date, a segregated trust account in the name of the Issuing EntityIndenture Trustee on behalf of the Noteholders, which shall be designated as the Principal “Note Distribution Account”. The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee. The Note Distribution Account initially shall be established with the corporate trust department of [_________________]. If at any time the Note Distribution Account ceases to be held at an Eligible Institution, the Indenture Trustee until shall, within thirty (30) days (or such longer period in respect of which the Outstanding Rating Agency Condition shall have been satisfied) following notification of such occurrence, establish a new Note Amount has been reduced Distribution Account at an Eligible Institution and shall transfer any cash or investments to zerosuch new Note Distribution Account.
(c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, Issuer shall establish and the Indenture Trustee shall maintain with the Indenture Trustee and Securities Intermediary a segregated trust account in the name of the Issuing EntityIssuer, for the exclusive benefit of the holders of interests in the 20[__]-[__] SUBI, the Reserve 20[__]-[__] SUBI Collection Account, which shall be designated as the “20[__]-[__] SUBI Collection Account,” at an Eligible Institution. The 20[__]-[__] SUBI Collection Account bearing initially shall be established with the corporate trust department of [_________________]. If at any time the 20[__]-[__] SUBI Collection Account ceases to be held at an Eligible Institution, the Indenture Trustee shall, within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied) following notification of such occurrence, and with the assistance of the Servicer, as necessary, establish a new 20[__]-[__] SUBI Collection Account at an Eligible Institution and transfer any cash or investments to such new 20[__]-[__] SUBI Collection Account. The 20[__]-[__] SUBI Collection Account shall relate solely to the 20[__]-[__] SUBI and the 20[__]-[__] SUBI Assets, and funds therein shall not be commingled with any other monies, except as otherwise provided for in or contemplated by the Servicing Agreement. All deposits into the 20[__]-[__] SUBI Collection Account shall be made as described in Section 2.2 of the Servicing Agreement. On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the Indenture Trustee shall make such deposits to and withdrawals from the 20[__]-[__] SUBI Collection Account as set forth in the Servicing Supplement and in Section 8.04(a) of this Indenture. Any transfer of funds to a Holder of the 20[__]-[__] SUBI Certificate shall be made as directed pursuant to the Basic Documents.
(d) Pursuant to Section 5.01 of the Trust Agreement, the Owner Trustee will establish (or will cause the Indenture Trustee to establish) a segregated trust account at an Eligible Institution in the name of the Issuer which shall be designated the “Certificate Distribution Account”. The Certificate Distribution Account shall be held in trust for the benefit of the Trust Certificateholders, and shall bear a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the NoteholdersTrust Certificateholders. The Reserve Certificate Distribution Account initially shall be under established with the sole dominion and control corporate trust department of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero[_________________].
(de) All monies deposited from time to time in the 20[__]-[__] SUBI Collection Account and the Accounts pursuant to this Indenture or the other Transaction Documents Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net . All of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountnon-interest bearing.
Appears in 1 contract
Sources: Indenture Agreement (Financial Services Vehicle Trust)
Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2005-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero.
(d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account, the Reserve Account and the Secondary Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account, (B) transfer all amounts on deposit in the Secondary Reserve Account on such new AccountDistribution Date from the Secondary Reserve Account to the Collection Account and (C) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Carmax Auto Owner Trust 2005-3)