The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust), Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
The Collection Account. The Servicer, for the benefit of the CertificateholdersSecurityholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersSecurityholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee but not the Servicer or an any Affiliate of the Servicerthereof) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains has a long-term deposit unsecured debt rating of at least “Baa3” Baa3 by Moody’s and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein; therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-long term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” at least A-1+ and “A-1+,” respectively, P-1 from Moody’s in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” AAA and from Moody’s of Aaa in the case of the long-term unsecured debt obligations, ) or (ii) with a depository depositary institution, which may include the TrusteeTrustee but not the Servicer or any Affiliate thereof, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “Qualified Institution”); provided. If, furtherat any time, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained with a Qualified Institution, the Servicer. The Transferor shall direct the Servicer to establish within 10 Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “controlCollection Account.” (within The Servicer shall give written notice to the meaning of Sections 8-106 Transferor and 9-104 the Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Transferor and the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power revocable power by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Metris Master Trust), Pooling and Servicing Agreement (Metris Master Trust)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-non- interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “"Baa3” " by Moody’s 's and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s 's and Standard & Poor’s 's of “"P-1” " and “A-1"A- 1+,” " respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s 's of at least “"Aa2” " and from Standard & Poor’s 's of “"AAA” " in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “"Qualified Institution”"); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “"control” " (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bank One Delaware National Association), Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee or an Affiliate of the ServicerTrustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains has a long-term deposit unsecured debt rating of at least “Baa3” Baa3 by Moody’s 's and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein; therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, deposit short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s 's of “P-1” at least A-1+ and “A-1+,” respectively, P-1 from Moody's of at least P-1 in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s 's of “AAA” AAA and from Moody's of Aaa in the case of the long-term unsecured debt obligations, or (ii) with a depository depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “"Qualified Institution”"); provided. If, furtherat any time, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained with a Qualified Institution, the Servicer. The Transferor shall direct the Servicer to establish within ten Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “control” (within "Collection Account." The Servicer shall give written notice to the meaning of Sections 8-106 and 9-104 Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power revocable power by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp), Pooling and Servicing Agreement (Green Tree Financial Corp)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, a non-interest interest-bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and or shall cause such Collection Account to be established and maintained, with an office or branch of (i) in a segregated trust account with the corporate trust department of Servicer, (ii) a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited thereinSAIF; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s 's and Standard & Poor’s 's of “not less than "P-1” " and “"A-1+,” " respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s 's of at least “Aa2” not less than "Aa3" and from Standard & Poor’s 's of “AAA” not less than "AA" in the case of the long-term unsecured debt obligations, or (iiiii) with a depository institution, which may include the Servicer or the Trustee, which is acceptable to the each Rating Agency, as evidenced by a letter from such Rating Agency (as to an institution described in clause (ii) or (iii), a “"Qualified Institution”"); provided, further, that upon the insolvency failure of the ServicerServicer to be a Qualified Institution, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Servicer is hereby authorized to withdraw from the Collection Account any funds not required by this Agreement to be deposited into the Collection Account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (First Bankcard Master Credit Card Trust), Pooling and Servicing Agreement (First Bankcard Master Credit Card Trust)
The Collection Account. The Servicer, for the benefit of the CertificateholdersNoteholders and the Holder of the Transferor Interest, shall establish and maintain in the name of the Trustee, Collateral Trustee on behalf of the TrustNoteholders and the Holder of the Transferor Interest, or cause to be established and maintained, with an office or branch located in the state designated by the Servicer of a depository institution or trust company (which may include the Collateral Trustee) organized under the laws of the United States of America or any one of the states thereof a non-interest bearing segregated deposit account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, Noteholders and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate Holder of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited thereinTransferor Interest; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company if other than the Collateral Trustee or First Union National Bank of North Carolina, shall have a credit rating from Moody’s and Standard & Poor’s the Rating Agency or Agencies for each Series outstanding hereunder of “P-1” and “, A-1+,” , as applicable, respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s the applicable Rating Agency of at least “Aa2” and from Standard & Poor’s of “Aaa or AAA” , as applicable, in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, and which is acceptable to a member of the Rating Agency FDIC (each of First Union National Bank of North Carolina, the Collateral Trustee or any such depository institution trust company, a “"Qualified Institution”"); provided. The Supplement for a Series may require the Collateral Trustee to establish and maintain, furtherfor administrative purposes only, other Series Accounts for such Series bearing a designation clearly indicating that upon the insolvency funds allocated thereto are held in trust for the benefit of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning Noteholders of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trusteesuch Series. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power, revocable power by the Trustee, to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement and Indenture of Trust (PLM International Inc), Pooling and Servicing Agreement and Indenture of Trust (American Finance Group Inc /De/)
The Collection Account. The Servicer, for the benefit of the CertificateholdersHolders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “Collection Account”"COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersHolders, and or shall cause such Collection Account to be established and maintained, with an office or branch of (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee Trustee, the Servicer or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited thereinSAIF; provided, however, provided that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s 's and Standard & Poor’s 's of “P-1” at least P-1 and “A-1+,” , respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s 's of at least “Aa2” Aa3 and from Standard & Poor’s 's of “AAA” at least AA- in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the each Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency any of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trusteeforegoing being a "QUALIFIED INSTITUTION"). Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. Any account established with a Qualified Institution pursuant to this Section 4.2 or the provisions of any Supplement which is no longer a Qualified Institution shall, on the fifth Business Day after such Qualified Institution is no longer a Qualified Institution, be moved to a Qualified Institution.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mellon Premium Finance Loan Owner Trust)
The Collection Account. The Servicer, for the benefit of the CertificateholdersSecurityholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersSecurityholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee but not the Servicer or an any Affiliate of the Servicerthereof) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains has a long-term deposit unsecured debt rating of at least “Baa3” Baa3 by Moody’s 's and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein; therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s 's of “P-1” at least A-1+ and “A-1+,” respectively, P-1 from Moody's in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s 's of “AAA” AAA and from Moody's of Aaa in the case of the long-term unsecured debt obligations, ) or (ii) with a depository depositary institution, which may include the TrusteeTrustee but not the Servicer or any Affiliate thereof, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “"Qualified Institution”"); provided. If, furtherat any time, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained with a Qualified Institution, the Servicer. The Transferor shall direct the Servicer to establish within 10 Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “control” (within "Collection Account." The Servicer shall give written notice to the meaning of Sections 8-106 Transferor and 9-104 the Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Transferor and the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power revocable power by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Metris Master Trust)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “Collection Account”"COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee or an Affiliate of the ServicerTrustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance whose deposits are insured to the limits provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” law by Moody’s and the FDIC having corporate trust powers and acting as trustee for funds deposited therein; providedtherein (PROVIDED, howeverHOWEVER, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s 's of “P-1” and “at least A-1+ (and, if rated by Duff & Phelps Credit Rating Co., D-1+,” respectively, ) in the case of the certificates of depositd▇▇▇▇▇▇, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s 's of “AAA (and, if rated by Duff & Phelps Credit Rating Co., AAA” ) in the case of the long-term unsecured debt unsecure▇ ▇▇▇▇ obligations, ) or (ii) with a depository depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “Qualified Institution”"QUALIFIED INSTITUTION"); provided, further, that upon . The Servicer shall give written notice to the insolvency Trustee of the Servicer, location and account number of the Collection Account and shall not be permitted notify the Trustee in writing prior to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trusteeany subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Apparel Retailers Inc)
The Collection Account. (a) On or prior to the Closing Date, the Borrower shall establish and shall thereafter maintain an Eligible Account in the name of the Borrower for the purpose of receiving Collections (the “Collection Account”). The Servicertaxpayer identification number associated with the Collection Account shall be that of the Borrower and the Borrower will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account.
(b) The Collection Account shall initially be established at ▇▇▇▇▇ Fargo Bank, National Association. ▇▇▇▇▇ Fargo Bank, National Association hereby confirms that it is a national banking association and shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account and that the account number of the Collection Account is ▇▇▇▇▇▇▇▇▇▇.
(c) The Collection Account shall be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower, subject to the lien of the Program Agent, for the benefit of the Certificateholders, Secured Parties. The Securities Intermediary shall establish in treat the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (Program Agent as the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “controlentitlement holder” (within the meaning of Sections Section 8-106 102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account;
(d) The Securities Intermediary hereby confirms and agrees that:
(i) the Securities Intermediary shall not change the name or account number of the Collection Account without the prior written consent of the Program Agent;
(ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed 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 the Collection Account be registered in the name of the Borrower or any other Person, payable to the order of the Borrower or specially indorsed to the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Program Agent, for the benefit of the Secured Parties, or in blank;
(iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the Collection Account;
(iv) the Collection Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account;
(v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account and/or any financial assets credited thereto simultaneously to each of the Servicer (on behalf of the Borrower) and the Program Agent at the address for each set forth on Schedule II to this Agreement; and ACTIVE 200146376v.2
(vi) notwithstanding the intent of the parties hereto, to the extent that Collection Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account shall be subject to the exclusive control of the Program Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Program Agent directing disposition of the funds in the Collection Account without further consent by the Borrower or the Servicer; provided that, notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Program Agent hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf.
(e) The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.
(f) Except as otherwise set forth in Section 2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrower or by the Servicer. Neither the Servicer nor the Borrower shall directly make any withdrawals from the Collection Account.
(g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Program Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account), or any “instruction” (within the meaning of Section 9-104 of the UCC UCC), originated by the Program Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrower, the Servicer or any other Person. Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as in effect defined below) with respect to the financial assets in the applicable jurisdictionCollection Account, any cash received into the Collection Account may be invested in Permitted Investments selected by the Borrower or by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), with respect to the financial assets in the Collection Account and without further consent of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(bBorrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Program Agent, for the benefit of the Secured Parties.
(h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit K hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall have the revocable power to withdraw funds from cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person.
(i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Program Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Program Agent, ACTIVE 200146376v.2 for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds).
(j) Regardless of any provision in any other agreement, for purposes of carrying out its duties hereunderthe UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC).
Appears in 1 contract
Sources: Loan and Servicing Agreement (Drivetime Automotive Group Inc)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-non- interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee or an Affiliate of the ServicerTrustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains has a long-term deposit unsecured debt rating of at least “Baa3” Baa3 by Moody’s 's and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein; therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s 's of “P-1” at least A-1+ and “A-1+,” respectively, P-1 from Moody's in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s 's of “AAA” AAA and from Moody's of Aaa in the case of the long-term unsecured debt obligations, ) or (ii) with a depository depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “"Qualified Institution”"); provided. If, furtherat any time, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained with a Qualified Institution, the Servicer. The Transferor shall direct the Servicer to establish within 10 Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “control” (within "Collection Account." The Servicer shall give written notice to the meaning of Sections 8-106 and 9-104 Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power revocable power by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Fingerhut Companies Inc)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest interest-bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintainedmaintained with a Qualified Institution; PROVIDED, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, howeverHOWEVER, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution a Qualified Institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository the depositary institution or trust company maintaining such account shall have a credit rating from Moody’s 's and Standard & Poor’s 's of “P-1” at least P-1 and “A-1+,” , respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” 's and from Standard & Poor’s 's of “AAA” Aa3 and AA, respectively, in the case of the long-term unsecured debt obligations. If, or (ii) with a depository institutionat any time, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained a Qualified Institution, the Transferor shall direct the Servicer to establish within ten Business Days a new Col- 70 76 lection Account with the Servicer. The a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “control” (within "Collection Account." The Servicer shall give written notice to the meaning of Sections 8-106 and 9-104 Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Federated Department Stores Inc /De/)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, with (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” Baa3 by Moody’s ▇▇▇▇▇'▇ and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s ▇▇▇▇▇'▇ and Standard & Poor’s 's of “P-1” P-1 and “A-1+,” , respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s ▇▇▇▇▇'▇ of at least “Aa2” Aa2 and from Standard & Poor’s 's of “AAA” AAA in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “"Qualified Institution”"); provided, provided further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “"Baa3” " by Moody’s 's and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-short- term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s 's and Standard & Poor’s 's of “"P-1” " and “"A-1+,” " respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s 's of at least “"Aa2” " and from Standard & Poor’s 's of “"AAA” " in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “"Qualified Institution”"); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “"control” " (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
The Collection Account. The Servicer, for the benefit of the Certificateholders, Servicer shall establish cause to be established and maintained in the name of the Trustee, Collateral Agent on behalf of the TrustSecured Parties, with an office or branch of a non-interest bearing depository institution or trust company (which may include the Collateral Agent) organized under the laws of the United States of America or any one of the states thereof and located in the state designated by the Servicer a segregated corporate trust account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersSecured Parties; provided, and however, that at all times such depository institution or trust company shall cause such Collection Account to be established and maintained, (ia) in a segregated trust account with the corporate trust department of the Collateral Agent or (b) a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF (or SAIF any domestic branch of a foreign bank), (i)(A) which at all times maintains has either (1) a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations rating acceptable to the Rating Agencies or (other than such obligation 2) a short-term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies, (B) the parent corporation of which has either (1) a long-term unsecured debt rating acceptable to the Rating Agencies or (2) a short-term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies or (C) is otherwise acceptable to the Rating Agencies and (ii) whose rating is based on collateral or on deposits are insured by the credit of a Person other than such institution or trust company) of Federal Deposit Insurance Corporation (any such depository institution or trust company shall have company, a credit rating from Moody’s "Qualified Institution"). The Supplement for a Series may require the Collateral Agent to establish and Standard & Poor’s of “P-1” and “A-1+,” respectivelymaintain, for administrative purposes only, other Series accounts for such Series bearing a designation clearly indicating that the funds allocated thereto are held in trust for the case benefit of the certificates Noteholders of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trusteesuch Series. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the revocable power to withdraw funds instruct the Collateral Agent to make withdrawals and payments from the a related Collection Account for the purposes of carrying out its duties hereunderhereunder and under any Supplement hereto.
Appears in 1 contract
Sources: Pooling, Collateral Agency and Servicing Agreement (Newcourt Receivables Corp)
The Collection Account. (a) On or prior to the Closing Date, the Borrower shall establish and shall thereafter maintain an Eligible Account in the name of the Borrower for the purpose of receiving Collections (the “Collection Account”). The Servicertaxpayer identification number associated with the Collection Account shall be that of the Borrower and the Borrower will report for Federal, state and local income taxes, the income, if any, represented by the Collection Account.
(b) The Collection Account shall initially be established at ▇▇▇▇▇ Fargo Bank, National Association. ▇▇▇▇▇ Fargo Bank, National Association hereby confirms that it is a national banking association and shall act as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) hereunder (in such capacities, the “Securities Intermediary”) with respect to the Collection Account and that the account number of the Collection Account is [∗].
(c) The Collection Account shall be a “securities account” as defined in Section 8-501 of the UCC and shall be maintained by the Securities Intermediary as a securities intermediary in the name of the Borrower, subject to the lien of the Program Agent, for the benefit of the Certificateholders, Secured Parties. The Securities Intermediary shall establish in treat the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (Program Agent as the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “controlentitlement holder” (within the meaning of Sections Section 8-106 102(a)(7) of the UCC) in respect of all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Collection Account;
(d) The Securities Intermediary hereby confirms and agrees that:
(i) the Securities Intermediary shall not change the name or account number of the Collection Account without the prior written consent of the Program Agent;
(ii) all securities or other property underlying any financial assets (as hereinafter defined) credited to the Collection Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed 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 the Collection Account be registered in the name of the Borrower or any other Person, payable to the order of the Borrower or specially indorsed to the Borrower or any other Person, except to the extent the foregoing have been specially indorsed to the Program Agent, for the benefit of the Secured Parties, or in blank;
(iii) all property transferred or delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the Collection Account;
(iv) the Collection Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat each of the Borrower and the Servicer as entitled to exercise the rights that comprise any financial asset credited to each such account;
(v) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Collection Account and/or any financial assets credited thereto simultaneously to each of the Servicer (on behalf of the Borrower) and the Program Agent at the address for each set forth on Schedule II to this Agreement; and
(vi) notwithstanding the intent of the parties hereto, to the extent that Collection Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Collection Account shall be subject to the exclusive control of the Program Agent, for the benefit of the Secured Parties, and the Securities Intermediary will comply with instructions originated by the Program Agent directing disposition of the funds in the Collection Account without further consent by the Borrower or the Servicer; provided that, __________________________ * Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. notwithstanding the foregoing, until such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined below), the Program Agent hereby authorizes the Securities Intermediary to honor all withdrawal, payment, transfer or other instructions directing disposition of the funds in the Collection Account received from the Borrower or the Servicer, on its behalf.
(e) The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument or cash) credited to the Collection Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.
(f) Except as otherwise set forth in Section 2.20(g) and (h), the Securities Intermediary will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) originated by the Borrower or by the Servicer. Neither the Servicer nor the Borrower shall directly make any withdrawals from the Collection Account.
(g) If at any time the Securities Intermediary shall receive any Entitlement Order from the Program Agent (i.e., an order directing a transfer or redemption of any financial asset in the Collection Account), or any “instruction” (within the meaning of Section 9-104 of the UCC UCC), originated by the Program Agent, the Securities Intermediary shall comply with such Entitlement Order or instruction without further consent by the Borrower, the Servicer or any other Person. Notwithstanding the foregoing, the parties hereto agree that the Securities Intermediary will comply with the following with respect to any Entitlement Order or instruction: (i) until its receipt of a Notice of Exclusive Control (as in effect defined below) with respect to the financial assets in the applicable jurisdictionCollection Account, any cash received into the Collection Account may be invested in Permitted Investments selected by the Borrower or by the Servicer; and (ii) from and after its receipt of a Notice of Exclusive Control (as defined below), with respect to the financial assets in the Collection Account and without further consent of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(bBorrower, the Servicer or any other Person, any cash received into the Collection Account, may be invested in Permitted Investments selected by the Program Agent, for the benefit of the Secured Parties.
(h) Upon receipt by the Securities Intermediary of a written notice substantially in the form of Exhibit K hereto (a “Notice of Exclusive Control”), the Securities Intermediary will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall have the revocable power to withdraw funds from cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person.
(i) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Collection Account or any financial assets, funds, cash or other property credited thereto or any security entitlement with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Program Agent, for the benefit of the Secured Parties. Notwithstanding the preceding sentence, the financial assets, funds, cash or other property credited to any of the Collection Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Program Agent, for the benefit of the Secured Parties (except that the Securities Intermediary may set-off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Collection Account, and (ii) the face amount of any checks that have been credited to the Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds).
(j) Regardless of any provision in any other agreement, for purposes of carrying out its duties hereunderthe UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) and the “security intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC).
Appears in 1 contract
The Collection Account. The Servicer, for the benefit of the CertificateholdersSecurityholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersSecurityholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee or an Affiliate of the ServicerTrustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains has a long-term deposit unsecured debt rating of at least “Baa3” Baa3 by Moody’s 's and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein; therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s 's of “P-1” at least A-1+ and “A-1+,” respectively, P-1 from Moody's in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s 's of “AAA” AAA and from Moody's of Aaa in the case of the long-term unsecured debt obligations, ) or (ii) with a depository depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “"Qualified Institution”"); provided. If, furtherat any time, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained with a Qualified Institution, the Servicer. The Transferor shall direct the Servicer to establish within 10 Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “control” (within "Collection Account." The Servicer shall give written notice to the meaning of Sections 8-106 and 9-104 Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power revocable power by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Metris Receivables Inc)
The Collection Account. The Servicer, for the benefit of the CertificateholdersSecurityholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersSecurityholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee or an Affiliate of the ServicerTrustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains has a long-term deposit unsecured debt rating of at least “Baa3” Baa3 by Moody’s 's and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein; therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-short- term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s 's of “P-1” at least A-1+ and “A-1+,” respectively, P-1 from Moody's in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s 's of “AAA” AAA and from Moody's of Aaa in the case of the long-term unsecured debt obligations, ) or (ii) with a depository depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “"Qualified Institution”"); provided. If, furtherat any time, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained with a Qualified Institution, the Servicer. The Transferor shall direct the Servicer to establish within 10 Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “control” (within "Collection Account." The Servicer shall give written notice to the meaning of Sections 8-106 and 9-104 Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power revocable power by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Metris Companies Inc)
The Collection Account. The Servicer, for the benefit of the CertificateholdersSecurityholders, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersSecurityholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust deposit account with the corporate trust department of a depository depositary institution or trust company com- pany (which may include the Trustee or an Affiliate of the ServicerTrustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF Columbia, which at all times maintains has a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits rating of P-1 by Moody's and of A-1+ by Standard & Poor's or commercial paper or the long-term unsecured debt obligations obligation (other than any such obligation whose the rating of which is based on collateral or on the credit of a Person other than such institution or trust company) rating of such depository institution or trust company shall have a credit rating from at least Aa3 by Moody’s 's and of AAA by Standard & Poor’s of “P-1” 's and “A-1+,” respectively, in deposit insurance provided by the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligationsFDIC, or (ii) in a segregated trust account with the corporate trust department of a depository depositary institution, which may include the Trustee, which is acceptable to rated at least Baa3 by Moody's (in the Rating Agency case of (i) and (ii), a “"Qualified Institution”"); provided. If, furtherat any time, that upon the insolvency of the Servicer, institution holding the Collection Account shall not be permitted ceases to be maintained with a Qualified Institution, the Servicer. The Transferor shall direct the Servicer to establish within 10 Business Days a new Collection Account with a Qualified Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be under the “control” (within "Collection Account." The Servicer shall give written notice to the meaning of Sections 8-106 and 9-104 Trustee of the UCC as in effect in the applicable jurisdiction) location and account number of the TrusteeCollection Account and shall notify the Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the power revocable power by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of the Trustee and the Trustee shall possess all right, title and interest in all funds from time to time on deposit in such account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Fingerhut Receivables Inc)
The Collection Account. The Servicer, for the benefit of the CertificateholdersHolders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the CertificateholdersHolders, and or shall cause such Collection Account to be established and maintained, with an office or branch of (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee Trustee, Servicer or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited thereinSAIF; provided, however, provided that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s 's and Standard & Poor’s 's of “P-1” at least P-1 and “A-1+,” , respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s 's of at least “Aa2” Aa3 and from Standard & Poor’s 's of “AAA” at least AA- in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the each Rating Agency (any of the foregoing being a “"Qualified Institution”"); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. Any account established with a Qualified Institution pursuant to this Section 4.2 or the provisions of any Supplement which is no longer a Qualified Institution shall, on the fifth Business Day after such Qualified Institution is no longer a Qualified Institution, be moved to a Qualified Institution.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mellon Bank Premium Finance Loan Master Trust)
The Collection Account. The Servicer, for the benefit of the CertificateholdersCertificateholders and, to the extent specified in any Supplement, each Enhancement Provider, shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the “"Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository depositary institution or trust company (which may include the Trustee or an Affiliate of the ServicerTrustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance whose deposits are insured to the limits provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” law by Moody’s and the FDIC having corporate trust powers and acting as trustee for funds deposited therein; therein (provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively, Satisfactory Short-Term Credit Rating in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” the Highest Long-Term Credit Rating in the case of the long-term unsecured debt obligations, ) or (ii) with a depository depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a “"Qualified Institution”"); provided, further, that upon . The Servicer shall give written notice to the insolvency Trustee of the Servicer, location and account number of the Collection Account and shall not be permitted notify the Trustee in writing prior to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trusteeany subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.01(b3.1(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.
Appears in 1 contract
The Collection Account. The ServicerTrustee, for the benefit of the CertificateholdersInvestor Certificateholders of each Series and the holder of the Transferor Certificate, shall establish or shall cause to be established and maintained, in the name of the Trustee, on behalf of the Trust, a non-interest bearing fully segregated trust account (which may include one or more subaccounts) with an Eligible Institution (the “"Collection Account”) bearing "). The Collection Account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders. An "Eligible Institution" means a depositary institution, and shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate any of the Servicer) its affiliates, organized under the laws of the United States of America or any one of the states States thereof or including the District of Columbia and with deposit insurance provided by BIF (or SAIF any domestic branches of foreign banks), which either (i) at all times maintains has a long-term deposit unsecured debt rating of at least “Baa3” "AAA" or its equivalent by Moody’s the applicable Rating Agency and which is a member of the Federal Deposit Insurance Corporation (the "FDIC") or (ii) maintains the applicable account as a fully segregated trust account with the trust department of such institution and is rated the equivalent of "BBB-" or "A-3" or higher by the applicable Rating Agency. Except as provided in this Agreement, the Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders of each Series and the holder of the Transferor Certificate. If, at any time, a Responsible Officer of the Trustee has actual knowledge that the institution holding the Collection Account ceases to be an Eligible Institution, the Trustee shall within 30 days of a Responsible Officer of the Trustee's learning of such event, establish a new Collection Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the "Collection Account." Funds on deposit in the Collection Account (other than certain amounts specified by the Agreement) shall at the direction of the Servicer as agent for the Transferor be invested by the Trustee solely in Permitted Investments. "Permitted Investments" mean (a) negotiable instruments or securities represented by instruments in bearer or registered form which evidence (1) obligations fully guaranteed as to timely payment by the United States of America; (2) certificates of deposits of, or bankers, acceptances (having corporate original maturities of no more than 180 days) issued by, any depositary institution or trust powers and acting as trustee for funds deposited thereincompany, subject to supervision or examination by Federal or state banking or depositary institution authorities; provided, however, that at the time of the Trust's investment or contractual commitment to invest therein, such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicer. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee. Pursuant to authority granted to it pursuant to subsection 3.01(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder.credit
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Stone Container Corp)
The Collection Account. The ServicerTrustee, for the benefit of the Certificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Trust, with an Eligible Institution a non-interest bearing segregated trust account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and shall cause such Collection Account interest in all funds on deposit from time to be established and maintained, (i) time in a segregated trust account with the corporate trust department of a depository institution or trust company (which may include the Trustee or an Affiliate of the Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF which at all times maintains a long-term deposit rating of at least “Baa3” by Moody’s and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be maintained as a segregated trust account with the corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody’s of at least “Aa2” and from Standard & Poor’s of “AAA” in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a “Qualified Institution”); provided, further, that upon the insolvency of the Servicer, the Collection Account shall not be permitted to be maintained with the Servicerand in all proceeds thereof. The Collection Account shall be under the “control” (within the meaning of Sections 8-106 sole dominion and 9-104 control of the UCC as in effect in Trustee for the applicable jurisdiction) benefit of the TrusteeInvestor Certificateholders. If, at any time, the institution holding the Collection Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within five Business Days establish a new Collection Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash and/or any investments to such new Collection Account, and from the date such new Collection Account is established, it shall be the “Collection Account.” Pursuant to the authority granted to it pursuant to subsection 3.01(bthe Servicer in Section 3.1(b), the Servicer shall have the power, revocable power by the Trustee, to withdraw funds make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out its the Servicer’s or the Trustee’s duties hereunder. Each Series shall represent undivided interests in the Trust, including the benefits of any Enhancement to be provided with respect to such Series as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article IV to be deposited in the Collection Account and any other accounts maintained for the benefit of the Certificateholders or to be paid to the Investor Certificateholders of such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Invested Amount at such time. The Exchangeable Transferor Certificate or, as the case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the Exchangeable Transferor Certificate; provided, however, that if the Transferor elects to have its interest in the Transferor Interest be uncertificated as provided in Section 6.1, then such uncertificated interest shall represent the Transferor Interest; provided, further, that the aggregate interest represented by such Exchangeable Transferor Certificate in the Principal Receivables or, as the case may be, the aggregate uncertificated interest of the Transferor in the Principal Receivables, shall not exceed the Transferor Interest at any time and such Exchangeable Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Investor Accounts, except as provided in this Agreement, or the benefits of any Enhancement issued with respect to any Series. The Certificates do not represent obligations of, or any interest in, the Transferor, the Servicer or any Affiliate thereof, and neither the Certificates nor the Accounts or the Receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The Certificates are limited in right of payment to certain Collections respecting the Receivables and the other assets of the Trust allocable to such Certificates as provided herein and in the applicable Supplement.
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (Circuit City Credit Card Master Trust)