ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS Sample Clauses

ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account 37 SECTION 5.02 Collections 38 SECTION 5.03 Application of Collections 39 SECTION 5.04 [Reserved] 39 SECTION 5.05 Additional Deposits 39 SECTION 5.06 Payments and Distributions 39 SECTION 5.07 Reserve Account 42 SECTION 5.08 [Reserved] 43 SECTION 5.09 Statements to Certificateholder and Noteholders 43 SECTION 5.10 Net Deposits 45 ARTICLE VI THE SELLER SECTION 6.01 Representations of Seller 45 SECTION 6.02 Company Existence 46 SECTION 6.03 Liability of Seller; Indemnities 47 SECTION 6.04 Merger or Consolidation of, or Assumption of the Obligations of, Seller 48 SECTION 6.05 Limitation on Liability of Seller and Others 48 SECTION 6.06 Seller May Own Certificate or Notes 48 ARTICLE VII THE SERVICER SECTION 7.01 Representations of Servicer 49 SECTION 7.02 Indemnities of Servicer 50 SECTION 7.03 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 51 SECTION 7.04 Limitation on Liability of Servicer and Others 52 SECTION 7.05 TMCC Not To Resign as Servicer 52 ARTICLE VIII
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account. 38 SECTION 5.02 Collections 39 SECTION 5.03 Application of Collections 40 SECTION 5.04 [Reserved]. 40 SECTION 5.05 Additional Deposits 40 SECTION 5.06 Payments and Distributions. 41 SECTION 5.07 Reserve Account. 44 SECTION 5.08 Interest Rate Derivative Agreement Accounts 45 SECTION 5.09 Statements to Certificateholder, Noteholders, and Swap Counterparty. 45 SECTION 5.10 Net Deposits 47
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account 37 SECTION 5.02 Collections 39 SECTION 5.03 Application of Collections 39 SECTION 5.04 [Reserved] 39 SECTION 5.05 Additional Deposits 39 SECTION 5.06 Payments and Distributions 40 SECTION 5.07 Reserve Account 43 SECTION 5.08 [Reserved] 44 SECTION 5.09 Statements to Certificateholder and Noteholders 44 SECTION 5.10 Net Deposits 46 ARTICLE VI THE SELLER SECTION 6.01 Representations of Seller 46 SECTION 6.02 Company Existence 47 SECTION 6.03 Liability of Seller; Indemnities 48
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account and Payahead Account.........35 SECTION 5.02 Collections......................................................37 SECTION 5.03 Application of Collections.......................................38 SECTION 5.04 Advances.........................................................39 SECTION 5.05
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account 37 SECTION 5.02 Collections 38 SECTION 5.03 Application of Collections 39 SECTION 5.04 [Reserved] 39 SECTION 5.05 Additional Deposits 39 SECTION 5.06 Payments and Distributions 39 SECTION 5.07 Reserve Account 42 SECTION 5.08 [Reserved] 43 SECTION 5.09 Statements to Certificateholder and Noteholders 43 SECTION 5.10 Net Deposits 45 ARTICLE VI THE SELLER SECTION 6.01 Representations of Seller 45 SECTION 6.02 Company Existence 46 SECTION 6.03 Liability of Seller; Indemnities 47 SECTION 6.04 Merger or Consolidation of, or Assumption of the Obligations of, Seller 48 SECTION 6.05 Limitation on Liability of Seller and Others 48 SECTION 6.06 Seller May Own Certificate or Notes 48
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account and Payahead Account 30 SECTION 5.02 Collections 32 SECTION 5.03 Application of Collections 32 SECTION 5.04 Advances; Swap Payments 33 SECTION 5.05 Additional Deposits 34 SECTION 5.06 Payments and Distributions 35 SECTION 5.07 Revolving Liquidity Note and Reserve Account 37 SECTION 5.08 Revolving Liquidity Note 39
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account and Payahead Account . . 35 SECTION 5.02 Collections. . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 5.03 Application of Collections . . . . . . . . . . . . . . . . . 37 SECTION 5.04 Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 38 SECTION 5.05
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS. SECTION 5.01 Establishment of Collection Account and Payahead Account 30 SECTION 5.02 Collections 32 SECTION 5.03 Application of Collections 33 SECTION 5.04 Advances; Swap Payments 33 SECTION 5.05 Additional Deposits 34 SECTION 5.06 Payments and Distributions 35 SECTION 5.07 Revolving Liquidity Note and Reserve Account 38 SECTION 5.08 Revolving Liquidity Note 39 SECTION 5.09 Statements to Certificateholder, Noteholders, and Swap Counterparty 39 SECTION 5.10 Net Deposits 40 i ARTICLE VI THE SELLER SECTION 6.01 Representations of Seller 40 SECTION 6.02 Company Existence 41 SECTION 6.03 Liability of Seller; Indemnities 42 SECTION 6.04 Merger or Consolidation of, or Assumption of the Obligations of, Seller 42 SECTION 6.05 Limitation on Liability of Seller and Others 43 SECTION 6.06 Seller May Own Certificate or Notes 43 ARTICLE VII THE SERVICER SECTION 7.01 Representations of Servicer 43 SECTION 7.02 Indemnities of Servicer 44 SECTION 7.03 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 45 SECTION 7.04 Limitation on Liability of Servicer and Others 46 SECTION 7.05 TMCC Not To Resign as Servicer 46 ARTICLE VIII DEFAULT SECTION 8.01 Servicer Default 47 SECTION 8.02 Appointment of Successor 47 SECTION 8.03 Repayment of Advances; Compensation Payable 49 SECTION 8.04 Notification 49 ARTICLE IX TERMINATION SECTION 9.01 Optional Purchase of All Receivables 49 SECTION 9.02 Termination of the Trust Agreement 50 ARTICLE X MISCELLANEOUS SECTION 10.01 Amendment 50 SECTION 10.02 Protection of Title to Trust 51 SECTION 10.03 Notices 53 SECTION 10.04 Assignment by the Seller or the Servicer 53 SECTION 10.05 Limitations on Rights of Others 53 SECTION 10.06 Severability 53 SECTION 10.07 Separate Counterparts 53 SECTION 10.08 Headings 53 SECTION 10.09 Governing Law 53 SECTION 10.10 Assignment by Issuer 53 SECTION 10.11 Nonpetition Covenants 54 SECTION 10.12 Limitation of Liability of Owner Trustee and Indenture Trustee 54 SCHEDULE A Schedule of Receivables SA-1 EXHIBIT A Form of Servicer's Certificate A-1 SALE AND SERVICING AGREEMENT dated as of January 1, 2002, among TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company ("TAFR LLC" or the "Seller"), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC" or the "Servicer").
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ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS 
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Related to ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

  • Trust Accounts Distributions Statements to Noteholders SECTION 5.1.

  • Statements to Securityholders (a) On each Distribution Date, the Owner Trustee shall (except as otherwise provided in the Trust Agreement) deliver to each Certificateholder, and the Indenture Trustee shall include with each distribution to each Noteholder, a statement (which statement shall also be provided by the Servicer to the Rating Agencies) prepared by the Servicer based on information in the Servicer’s Accounting furnished pursuant to Section 2.09. Each such statement to be delivered to Certificateholders and Noteholders, respectively, shall comply with Regulation AB and set forth the following information concerning the Certificates or the Notes, as appropriate, with respect to such Distribution Date or the preceding Monthly Period:

  • Payments to Securityholders In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Company, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the Securities, except sinking fund payments made by the acquisition of Securities under Section 11.08 prior to the happening of such default and payments made pursuant to Article IV hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Securities (except payments made pursuant to Article IV hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of assets of the Company of and kind or character, whether in cash, property or securities, to which the holders of the Securities or the Trustee would be entitled, except for the provisions of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Company in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company, before any payment or distribution is made to the holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Company (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof. Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

  • Distributions in Respect of Certificates Payments to Certificateholders Statements and Reports Section 4.01. Distributions Section 4.02. Allocation of Realized Losses Section 4.03. Paying Agent Section 4.04.

  • Distributions Statements to Certificateholders Section 4.01. Certificate Account and Special Payments Account................28 Section 4.02. Distributions from Certificate Account and Special Payments Account.........................................................28 Section 4.03. Statements to Certificateholders................................30 Section 4.04. Investment of Special Payment Moneys............................31 ARTICLE V THE COMPANY

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Payments and Distributions (a) On or immediately after the fifteenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.05 and shall then with respect to each Trust:

  • Shareholders Statements and Reports Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished.

  • Collection of Accounts; Payments (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date.

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